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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