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Mihaylo Condemns Vote Postponements and Asserts Board's Negative Outlook for Inter-Tel is Misguided
Continues to Urge Stockholders to Remain Resolute Against Mitel Buyout
TEMPE, Ariz., July 13 /PRNewswire/ -- In a letter sent to stockholders
today, Steven G. Mihaylo, founder and former Chief Executive Officer of
Inter- Tel (Delaware), Incorporated (NasdaqNM: INTL) denounced the Board's
repeated postponement of the stockholder vote on the proposed Mitel Merger
calling the Board's tactics a ploy to trigger panic among stockholders.
Mihaylo assured stockholders that in his view nothing has changed in recent
weeks that should cause stockholders to reassess their valuation of the
Company and the Mitel transaction.
The full text of the letter follows:
STEVEN G. MIHAYLO
P.O. Box 19790
Reno, Nevada 89511
July 13, 2007
Dear Fellow Inter-Tel Shareholder,
I am writing in response to the Board's most recent postponements and
its press releases that are laden with what I view as the Board's
pessimistic outlook for the Company -- a ploy designed to scare those
stockholders who had voted AGAINST the Mitel Merger prior to the Special
Committee's initial decision to postpone the vote on the Mitel deal.
Furthermore, I wanted to reaffirm to you my commitment to pursue my
recapitalization alternative, and to shed further light on my plans for a
realistic path towards implementation of the recapitalization.
With respect to the repeated delays in allowing you to express your
wishes regarding the Mitel deal, as I read the Board's press releases, the
Board suggests that the late mailing of my proxy statement, the alleged
change in the conditions in the debt capital markets and the Company's
revenue results necessitate a reevaluation of the Mitel deal. I believe
that over the past few months, given the substantial public attention
elicited by this transaction, stockholders have had sufficient time and
information to evaluate the deal thoroughly and should have been permitted
to determine the fate of their investment on the original meeting date. I
urge you to scrutinize the Company's arguments using common sense and
prudent business judgment, and I am confident that you will agree with me
that nothing has changed that should affect your valuation of the Company
or the Mitel offer.
The facts as I see them are fairly simple: there was no auction process
conducted that may have elicited a higher bid and the value proposed by
Mitel does not reflect the inherent value of the Company in which you
invested, nor is the meager 7.6% one-day offer premium sufficient. Let me
be clear, I am not opposed to a sale of the Company and if Mitel or another
bidder offers what I believe is a fair price I will gladly support it.
Consider the following:
-- the Company has other standalone alternatives as it continues to
maintain a competitive product line which, in my view, under the right
management team and go-to-market strategy, is poised for substantial
future growth;
-- RBC Capital Markets, my financing source with respect to the
recapitalization alternative, has assured me that the current events in
the debt markets will not impede the execution of its committed
financing, and that view remains unchanged after being made aware of
the Company's second quarter revenue results; and
-- I remain committed to only tender my shares in my proposed
recapitalization if the tender is undersubscribed -- this is not an
attempt to increase my voting percentage as it has been characterized
by the Company, but rather a sign of my confidence in the value
creation opportunity available to all stockholders via the
recapitalization.
Regarding the Board's decision yesterday to postpone the Special
Meeting a second time, I wish to inform you that I objected to the decision
on numerous grounds. As I have stated before, I firmly believe the Special
Committee's decision to reset the record date given changes in the
shareholder base since the original record date is inappropriate as
shareholder base changes occur in every public merger and these types of
meetings are rarely rescheduled - let alone for the reasons offered by the
Board. I can only conclude that this is a blatant delay tactic employed by
the Board to make a last ditch effort to gain support for the product of a
flawed process.
With respect to my plans for a realistic path towards implementation of
the recapitalization alternative to the Mitel transaction, on July 2, 2007
I submitted a letter to the Board in which I expressed that "I am
conflicted by my confidence in the Company's potential for growth and
competitiveness, and my concern as to whether the Company's current
leadership has the vision and direction to achieve these ends." With that
in mind, and in an effort to reach a compromise with the Board to avoid
another proxy contest with respect to the 2007 Annual Meeting of
Stockholders, I set forth a number of proposals designed to protect my
investment and yours. Without addressing the specifics raised in my letter,
the Special Committee responded by dismissing my proposals across the
board.
Given the Board's unwillingness to address my specific proposals or to
negotiate a mutually acceptable alternative, if stockholders vote down the
Mitel Merger at the August 2 Special Meeting, I intend to nominate a slate
of independent directors to replace a majority of the current independent
directors on the Board (other than myself and my two current nominees on
the Board), who I believe will be open to implementing my recapitalization
to return value to you in the absence of a superior alternative. In the
next several weeks, I intend to mail you a proxy statement with respect to
the 2007 Annual Meeting setting forth additional information about my
nominees to the Board as well as a Gold proxy card to enable you to vote in
favor of my proposed reconstituted Board.
Finally, while I remind stockholders that the vote on August 2 is not a
vote on my recapitalization alternative, for those stockholders who may
have concerns regarding the feasibility of a recapitalization under the
Company's current leadership, I am hopeful that this letter will allay any
concerns regarding its viability.
I urge stockholders who have already voted AGAINST the merger to remain
resolute and join me in pursuing a path forward for the Company. If you
have not yet voted, I encourage you to join me in voting AGAINST the merger
on the enclosed GREEN proxy card.
Very Truly Yours,
/s/ Steven G. Mihaylo
STEVEN G. MIHAYLO
PLEASE VOTE TODAY
If you have any questions or need assistance in voting your GREEN proxy card,
please call:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com. target='_blank' title='proxy@mackenziepartners.com.>proxy@mackenziepartners.com./a>
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
Participant Legend
Stockholders are advised to read the proxy statement and other
documents related to the solicitation of proxies filed by Steven G. Mihaylo
for use at the 2007 Annual Meeting of Stockholders because they contain
important information. The preliminary proxy statement was filed on March
30, 2007, and along with other relevant documents, is available at no
charge at the Securities and Exchange Commission's website at
http://www.sec.gov or by contacting MacKenzie Partners, Inc. by telephone
at (800) 322-2885 or by e-mail at proxy@mackenziepartners.com. target='_blank' title='proxy@mackenziepartners.com.>proxy@mackenziepartners.com./a>. Information
relating to the participants in the solicitation of proxies by Mr. Mihaylo
is contained in the preliminary proxy statement filed by Mr. Mihaylo with
the Securities and Exchange Commission, as amended and supplemented by
proxy materials filed by Mr. Mihaylo with the SEC on July 11, 2007, and can
be obtained as described above. Mr. Mihaylo intends to file a revised
preliminary proxy statement which will contain additional information about
the participants and Mr. Mihaylo's solicitation.
SOURCE Steven G. Mihaylo













