Bel Fuse Proposes to Acquire Pulse Electronics for $6.00 Per Share
Bel Fuse, Inc. announced that it has made a proposal to acquire all of the outstanding shares of Pulse Electronics Corp. common stock for per share consideration of $6.00. Bel’s proposal would allow Pulse Electronics shareholders the ability to choose whether to receive the consideration in cash or Bel Class B common stock.
"The strategic and operational rationale for this transaction is even more compelling today than it was in 2007 when Pulse Electronics proposed a merger with Bel" said Daniel Bernstein, Bel’s President and CEO. "We believe the offer of cash or Bel common stock provides immediate liquidity to Pulse Electronics’ shareholders who prefer to accept an all-cash offer and presents others with a very attractive investment opportunity to be shareholders in a combined company with a robust and flexible capital structure available for future expansion."
Bel states that the combination will create a more competitive global business through lower operating costs, a wider product portfolio, and a stronger platform of engineering capabilities. Furthermore, Bel believes bringing these two companies together would also greatly benefit customers, associates and other important stakeholders of both companies by being part of a larger and stronger global business with greater prospects than either business could achieve on a standalone basis.
Avi Eden, a member of Bel’s Board of Directors, said, "Despite our best efforts Pulse Electronics’ Board has expressed an unwillingness to engage in meaningful negotiations and has continued to defer discussions to some future time. We believe good corporate governance and their fiduciary responsibilities require the Pulse Electronics Board to seriously consider our value enhancing proposal, which provides immediate and full value to Pulse Electronics’ shareholders."
Bel also announced that it has nominated a slate of four independent director nominees for election to Pulse Electronics’ Board at its upcoming annual meeting of shareholders, which is expected to be held in May. If elected, these Directors will constitute a majority of Pulse Electronics’ Board.
Pulse responded that its Board of Directors will review the proposal, consistent with its fiduciary duties, in consultation with its financial and legal advisors. There is no need for Pulse Electronics shareholders to take any action at this time.
In response to Bel’s intention to nominate four candidates for election to the Pulse Board of Directors at the company’s 2011 Annual Meeting of Shareholders, Pulse states that it will present recommendations regarding its nominees for directors in the company’s definitive proxy statement, which will be filed with the U.S. Securities and Exchange Commission. Pulse is advising it shareholders to take no action at this time with respect to Bel Fuse’s director nominees pending review by the Board’s Governance and Nominating Committee.