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Bell Industries, Inc. (AMEX:BI) said today it has sent a
letter to the board of directors of The Coast Distribution System,
Inc. (AMEX:CRV), expressing its desire to meet with members of Coast's
board or Coast's financial advisor to discuss entering into
negotiations to acquire the company. A copy of the letter is set forth
below:
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*T
Bell Letter Dated February 17, 2006
The Coast Distribution System, Inc.
350 Woodview Avenue
Morgan Hill, CA 95037
Attn: Board of Directors
Gentlemen:
Let us begin by stating that we were disappointed to learn that a
Special Committee of the Board of Directors of The Coast Distribution
System, Inc. (the "Company") has rejected our proposal. We were also
quite surprised, to say the least, to hear the announcement on
February 3, 2006 that the Company responded to our offer to enter into
a negotiated acquisition by adopting a Shareholder Rights Plan. We do
not believe such a response is constructive or in the best interest of
the Company's stockholders.
In our experience, the purpose of a Shareholder Rights Plan is to
protect the Company's stockholders from unfair or coercive takeover
proposals. It appears that the Board of Directors has misinterpreted
our desire to enter into good-faith discussions regarding a negotiated
transaction as a hostile attempt to takeover the Company. On the
contrary, our aim was and is to negotiate a transaction on a friendly
basis. If the Board of Directors or its financial advisor were willing
to meet with us and engage in a friendly process, we query what need
would there be for the change-in-control protection conferred by a
Shareholder Rights Plan? We believe that the Board of Directors is
thwarting an opportunity for the Company's stockholders to unlock the
full value of their investment.
Our good-faith intentions are evidenced by the fact that we have
substantially increased our cash offer price and have expressed our
willingness to shorten the period of due diligence and to defer the
exclusivity provisions until such time as we have entered into a
definitive agreement. Since the Company's announcement on January 6,
2006 that it had retained Seven Hills Partners LLC ("Seven Hills") as
its financial advisor, we have tried numerous times, albeit
unsuccessfully, to establish a dialogue with Seven Hills in order to
discuss our proposal offer and to begin a due diligence review. If
Seven Hills was truly retained to fairly evaluate all offers, then why
have they continuously rebuffed our attempts to engage in meaningful
discussions and failed to provide us with any information despite our
willingness to enter into a confidentiality agreement? In fact, we
have contacted Seven Hills eight times and have received no
information or any indication that we will ever be provided with
information that a financial advisor would typically provide to an
interested purchaser.
We are also troubled by the curious timing of the announcement of
the Company's stock buyback program and the idea that the Company is
using the artificial increase in the price of the stock due to the
buybacks to make our offer appear inadequate. As we have previously
stated, we are willing to consider circumstances that may justify a
further increase in our offer.
The Company has gone to great lengths to let stockholders and
other interested parties know that despite the adoption of the
Shareholder Rights Plan, it is willing to consider a Qualified Offer
(as defined in the Shareholder Rights Plan), subject to several
conditions designed to ensure that the Company's stockholders are
treated fairly. It is ironic, indeed, that although our offer
satisfies what we believe to be the most important of these conditions
for stockholders, the Special Committee of the Board of Directors
continues to publicly state that our proposal is not in the best
interest of the Company's stockholders.
We are prepared and eager to meet with the members of the Board of
Directors or its financial advisor at any time to negotiate a
transaction. However, if we do not hear back from the Board of
Directors or the financial advisor, we will assume that the Company is
not interested in engaging in discussions. While we believe our offer
provides a unique and timely opportunity for the Company's
stockholders to realize the full value for their shares, we trust that
you will publicly articulate the Company's current outlook for
expected financial performance, dividend continuation and product
strategy so that all stockholders will be adequately informed and can
appropriately assess value.
*T
About Bell Industries, Inc.
Bell is comprised of three diversified business units: Bell
Tech.logix, Recreational Products Group and J.W. Miller. Bell
Tech.logix offers a comprehensive portfolio of technology products and
managed lifecycle services, including planning, product sourcing,
deployment and disposal, and support services. Bell's Recreational
Products Group distributes after-market parts and accessories
primarily to the recreational vehicle and boating markets. J.W. Miller
manufactures and sells standard and custom magnetic components used in
electronic applications for computer, medical, lighting and
telecommunication equipment.
Forward-Looking Statements
Statements in this press release may be "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on current
expectations, estimates and projections about the company's business
based, in part, on assumptions made by management. These statements
are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and probably will, differ
materially from what is expressed or forecasted in such
forward-looking statements due to numerous factors, including those
described above and those risks discussed from time to time in the
company's filings with the Securities and Exchange Commission,
including Factors That May Affect Future Results of Operations
included in the Form 10-K for the year ended December 31, 2004 and
Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Form 10-K for the year ended December 31,
2004 and the Form 10-Q for the quarter ended September 30, 2005. In
addition, general industry and market conditions and growth rates and
general economic conditions could affect such statements. Furthermore,
there is the risk that this offer may not be accepted by The Coast
Distribution System or, if accepted, the transaction will not be
consummated. Any forward-looking statements speak only as of the date
on which they are made, and the company does not undertake any
obligation to update any forward-looking statement to reflect events
or circumstances after the date of this release.
Additional Information
Investors and security holders are urged to read the disclosure
documents regarding the proposed merger as they become available
because they will contain important information. Investors and
security holders will be able to obtain a free copy of any such
disclosure documents as they become available, as well as other
filings containing information about Bell Industries and The Coast
Distribution System, without charge, at the SEC's internet site
(http://www.sec.gov). Copies of the disclosure documents and the
filings with the SEC that will be incorporated by reference in such
disclosure documents can also be obtained without charge, as they
become available, by directing a request to PondelWilkinson Inc., as
information agent for Bell Industries, Inc. at 1880 Century Park East,
Suite 700, Los Angeles, CA 90067, telephone: 310-279-5980, e-mail
address: investor@pondel.com.
The directors and executive officers of Bell Industries may be
deemed to be participants in the solicitation of proxies from The
Coast Distributions Systems shareholders in respect of the proposed
merger. Information regarding the directors and executive officers of
Bell Industries is currently available in its proxy statement filed
with the SEC by Bell Industries on April 22, 2005. Other information
regarding the participants in such proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in any disclosure documents
and any other relevant materials that will be filed by Bell Industries
with the SEC as they become available.
Any information concerning The Coast Distribution System contained
in this document has been taken from, or is based upon, publicly
available information. Although Bell Industries does not have any
information that would indicate that the information contained in this
document that has been taken from such documents is inaccurate or
incomplete, Bell Industries does not take any responsibility for the
accuracy or completeness of such information.