Cost-U-Less and Shareholder Groups Reach Agreement
06 März 2007 - 3:00PM
Business Wire
Cost-U-Less, Inc. (Nasdaq:CULS) today announced that it entered
into separate letter agreements with two shareholder groups,
Delafield Hambrecht, Inc. and its affiliates, and Chadwick Capital
Management LLC and its affiliates, pursuant to which Cost-U-Less
agreed to nominate and support John D. Delafield for election to
the Cost-U-Less board of directors at its 2007 annual meeting of
shareholders and to submit a proposal to shareholders at the 2007
annual meeting to amend the Cost-U-Less articles of incorporation
to remove the requirement that a business combination be approved
by holders of at least 2/3 of the outstanding common stock under
certain circumstances. Delafield Hambrecht and Chadwick Capital
Management each agreed that through the end of 2007, it will
support the slate of directors nominated by the Cost-U-Less board
of directors and it will not (i) nominate any candidates for
election to the board of directors or propose any other business at
an annual meeting, or (ii) present any proposals for inclusion in
the Cost-U-Less proxy statement or conduct any proxy solicitations.
Cost-U-Less entered into the agreements to avoid what it believes
would be unnecessary expenses, distraction of management�s time and
disruption to the Company�s business as a result of a proxy
contest. Delafield Hambrecht had indicated in filings with the
Securities and Exchange Commission that it was considering
proposing certain actions at the next meeting of the Company�s
shareholders, including the election of directors who support its
point of view. Chadwick Capital Management, through its affiliate
Monarch Activist Partners LP, had indicated in a letter to the
Company that it was considering engaging in a proxy contest with
respect to the upcoming annual meeting of shareholders. About
Cost-U-Less Cost-U-Less currently operates eleven stores in the
Caribbean and Pacific region: U.S. Virgin Islands (2), Netherlands
Antilles (2), Hawaiian Islands (2), California (1), Guam (2),
American Samoa (1), and Republic of Fiji (1). The Company builds
its business through delivering high-quality U.S. and local goods,
progressive merchandising practices, sophisticated distribution
capabilities, and superior customer service, primarily to island
markets. Additional information about Cost-U-Less is available at
www.costuless.com
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