Attached files
file | filename |
---|---|
8-K - FORM 8-K - EMS TECHNOLOGIES INC | g26905e8vk.htm |
Exhibit 99.1
NEWS RELEASE
Contact: | ||
Jennifer Grigas EMS Media Relations 770.595.2448 (t) grigas.j@ems-t.com www.ems-t.com |
EMS Technologies to Explore Strategic Alternatives
2011 Annual Meeting Postponed
2011 Annual Meeting Postponed
ATLANTA,
April 19, 2011 EMS Technologies, Inc. (NASDAQ: ELMG), a leading provider of
wireless connectivity solutions over satellite and terrestrial networks, today announced that it
has received inquiries from potentially interested acquirers and that its Board of Directors has
determined to initiate a formal process to explore strategic alternatives. The Board will evaluate
the existing inquiries and seek proposals from other potentially interested parties.
As weve previously stated, our Board of Directors is committed to enhancing value for our
shareholders and regularly reviews EMSs strategic position and alternatives available to the
Company. While we continue to believe that the successful execution of EMSs strategic plan is
creating significant value for our shareholders, given the level of interest recently shown in the
Company, the Board believes it should establish a process to evaluate proposals from potentially
interested parties. said Jack Mowell, the Companys Chairman.
In light of the decision to initiate this process, the Board of Directors also announced the
postponement of the 2011 Annual Meeting of Shareholders from May 12, 2011 until June 30, 2011. Mr.
Mowell said, Postponing the Annual Meeting allows our Board, our Company and potentially
interested parties to devote due attention to exploring strategic alternatives. Given the
inquiries we have received, our Board believes it is in the best interests of all shareholders to
conduct this process prior to holding the Annual Meeting.
BofA Merrill Lynch is acting as the Companys financial advisor and King & Spalding LLP and
Kirkland & Ellis LLP are acting as the Companys legal advisors.
The Company does not expect to disclose further information regarding the status of the process
unless required by law. The Company emphasizes that there can be no assurance that the process
will result in any transaction.
(more)
NEWS RELEASE
(Continued)
(Continued)
About EMS Technologies
As one of the worlds leading providers of wireless connectivity solutions, EMS Technologies, Inc.
keeps people and systems connected on land, at sea, in the air or in space. EMS offers industry-leading technology to support Aero Connectivity and Global Resource Management markets though a
broad range of cutting-edge satellite and terrestrial network products; ensuring that businesses,
assets and people stay safely connected and enabling universal mobility, visibility and
intelligence. EMS serves customers through operations in 12 countries.
www.ems-t.com
For more information, please contact:
Jennifer Grigas
EMS Media Relations
770.595.2448 (t)
grigas.j@ems-t.com
EMS Media Relations
770.595.2448 (t)
grigas.j@ems-t.com
SOURCE: EMS Technologies
# # #
Additional Information and Where to Find It
In connection with the proxy contest initiated by MMI Investments, L.P., EMS Technologies,
Inc. (the Company) has filed a preliminary Proxy Statement for the 2011 Annual Meeting of
Shareholders with the Securities and Exchange Commission (the SEC). Shareholders are urged to
read the Proxy Statement, as well as other documents filed with the SEC, because they will contain
important information. The definitive Proxy Statement will be mailed to shareholders of the
Company. Shareholders may obtain free copies of these documents (when they are available) and other
documents filed with the SEC at the Companys website (www.ems-t.com) under the heading
Investor Relations, at the SECs website (www.sec.gov), or by contacting the Company at
(770) 729-6512. Shareholders should read carefully the definitive proxy statement and
WHITE proxy card when they become available before making any voting decision.
Information Regarding Participants
The Company, its directors and certain of its officers and employees are participants in a
solicitation of proxies in connection with the Companys 2011 Annual Meeting of Shareholders.
Information with respect to the identity of these participants in the solicitation and a
description of their direct or indirect interest in the Company, by security holdings or
otherwise, is contained in the preliminary Proxy Statement filed by the Company with the SEC on
March 10, 2011. Shareholders may obtain free copies of this information at the Companys website
(www.ems-t.com) under the heading Investor Relations, the SECs website at
(www.sec.gov), or by contacting the Company at (770) 729-6512 or 660 Engineering
Drive, Norcross, Georgia 30092, Attention: Secretary. As of the date hereof, the Companys
directors, officer and employees who
Page-2-
NEWS RELEASE
(Continued)
(Continued)
are participants collectively own an aggregate of: (1) 564,488 shares of common stock of the
Company, including options that are currently exercisable or will be exercisable within 60 days,
and
(2) 61,193 nonvoting phantom-share units.
Forward-Looking Statements
Statements contained in this press release regarding the Companys expectations for its
financial results for 2011 and the potential for various businesses and products are forward-looking statements. Actual results could differ materially from those statements as a result of a
wide variety of factors. Such factors include, but are not limited to economic conditions in the
U.S. and abroad and their effect on capital spending in our principal markets; difficulty
predicting the timing of receipt of major customer orders, and the effect of customer timing
decisions on our results; our successful completion of technological development programs and the
effects of technology that may be developed by, and patent rights that may be held or obtained by,
competitors; U.S. defense budget pressures on near-term spending priorities; uncertainties
inherent in the process of converting contract awards into firm contractual orders in the future;
volatility of foreign currency exchange rates relative to the U.S. dollar and their effect on
purchasing power by international customers, and on the cost structure of the our operations
outside the U.S., as well as the potential for realizing foreign exchange gains and losses
associated with assets and liabilities denominated in foreign currencies; successful resolution of
technical problems, proposed scope changes, or proposed funding changes that may be encountered on
contracts; changes in our consolidated effective income tax rate caused by the extent to which
actual taxable earnings in the U.S., Canada and other taxing jurisdictions may vary from expected
taxable earnings, changes in tax laws, and the extent to which deferred tax assets are considered
realizable; successful transition of products from development stages to an efficient
manufacturing environment; changes in the rates at which our products are returned for repair or
replacement under warranty; customer response to new products and services, and general conditions
in our target markets (such as logistics and space-based communications) and whether these
responses and conditions develop according to our expectations; the increased potential for asset
impairment charges as unfavorable economic or financial market conditions or other developments
might affect the estimated fair value of one or more of our business units; the success of certain
of our customers in marketing our line of high-speed commercial airline communications products
as a complementary offering with their own lines of avionics products; the availability of
financing for various mobile and high-speed data communications systems; risk that unsettled
conditions in the credit markets may make it more difficult for some customers to obtain financing
and adversely affect their ability to pay, which in turn could have an adverse impact on our
business, operating results and financial condition; development of successful working
relationships with local business and government personnel in connection with distribution and
manufacture of products in foreign countries; the demand growth for various mobile and high-speed
data communications services; our ability to attract and retain qualified senior management and
other personnel, particularly those with key technical skills; our ability to effectively
integrate our acquired businesses, products or technologies into our existing businesses and
products, and the risk that any such acquired businesses, products or technologies do not perform
as expected, are subject to undisclosed or unanticipated liabilities, or are otherwise dilutive to
our earnings; the potential effects, on cash and results of discontinued operations, of final
resolution of potential liabilities under warranties and representations that we made, and
obligations assumed by purchasers, in connection with our dispositions of discontinued operations;
the availability, capabilities and performance of suppliers of basic materials, electronic
components and sophisticated subsystems on which we must rely in order to perform according to
contract requirements, or to introduce new products on the desired schedule; uncertainties
Page-3-
NEWS RELEASE
(Continued)
(Continued)
associated with U.S. export controls and the export license process, which restrict our
ability to hold technical discussions with customers, suppliers and internal engineering resources
and can reduce our ability to obtain sales from customers outside the U.S. or to perform contracts
with the desired level of efficiency or profitability; our ability to maintain compliance with the
requirements of the Federal Aviation Administration and the Federal Communications Commission, and
with other government regulations affecting our products and their production, service and
functioning; and costs associated with a recent announcement by one of shareholders that it intends
to nominate four directors to our Board. Further information concerning relevant factors and risks
are identified under the caption Risk Factors in our Annual Report on Form 10-K for the year
ended December 31, 2010.
Page-4-