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Bell Industries, Inc. (AMEX:BI) said today it has sent a
third letter to the board of directors of The Coast Distribution
System, Inc. (AMEX:CRV), again 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, and again
increasing its offer, to $8.10 per share of common stock, to acquire
the company. Bell's previous offer was $7.70 per share, and its
initial offer was $7.16 per share.
In his latest letter, dated May 5, 2006, John A. Fellows, Bell's
president and chief executive officer, said in the event that Bell
does not receive a favorable response to its letter, it "will not
hesitate" to nominate two directors for election to Class III of the
Coast's board of directors at the company's 2006 annual meeting of
shareholders.
The full text of the letter is set forth below:
-0-
*T
The Coast Distribution, Inc.
350 Woodview Avenue
Morgan Hill, CA 95037
Attn: Board of Directors
Gentlemen:
By letter to you dated December 14, 2005, Bell Industries, Inc.
("Bell" or "we") reiterated its willingness to enter into a negotiated
transaction to acquire 100% of the outstanding shares of common stock
of The Coast Distribution System, Inc. ("Coast" or the "Company") and
increased its offer price from $7.16 to $7.70 in cash per share. We
learned on February 3, 2006 that a Special Committee of the Board of
Directors of the Company (the "Special Committee"), with the
assistance of its financial advisor, Seven Hills Partners, LLC,
rejected our offer as not in the best interests of Coast's
shareholders.
We continue to believe that a strategic sale of Coast to Bell
is the best way to maximize shareholder value and do not believe that
Coast can unlock its intrinsic value as a stand-alone entity. We are
therefore reiterating our desire to negotiate a transaction with Coast
on a friendly basis. Accordingly, Bell is increasing its offer to
$8.10 per share of common stock. Our new offer represents an
attractive premium to Coast shareholders of $0.74, or 10%, over the
average closing per share price of $7.36 for the month prior to this
new offer. Our new offer remains subject to the same conditions as
set forth in our letter of December 6, 2005 to the Chairman and Chief
Executive Officer of Coast, Thomas R. McGuire. We continue in 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 merger agreement.
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
friendly transaction. However, in the event that we do not receive a
favorable response to this letter, we will not hesitate to nominate
two directors for election to Class III of the Board of Directors at
the Company's 2006 annual meeting of shareholders. If elected, our
nominees would support Bell's platform, which is to seek the immediate
sale of the Company to Bell, or the highest offeror, and to restore
good corporate governance practices at Coast.
We trust that you will agree that our offer presents an
opportunity for Coast's shareholders to realize full value for their
shares and that you will respond positively to our increased offer.
We look forward to working with you to what we believe is a compelling
transaction for your shareholders.
*T
About Bell Industries, Inc.
Bell is comprised of two business units, Bell Tech.logix and Bell
Recreational Products. 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 Recreational Products distributes after-market
parts and accessories primarily to the recreational vehicle and
boating markets.
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, 2005 and
Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Form 10-K for the year ended December 31,
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 May 1, 2006. 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.