Steel Partners Submits Proposal to Acquire Stratos International
09 Juni 2006 - 12:30PM
PR Newswire (US)
Nominates Five Candidates for Election to Board of Directors NEW
YORK, June 9 /PRNewswire/ -- Steel Partners II, L.P. announced
today that it has sent a letter to the President and Chief
Executive Officer of Stratos International, Inc. (NASDAQ:STLW)
stating its willingness to acquire all of the common stock of
Stratos it does not already own for $7.50 per share in cash. Steel
Partners currently owns approximately 15% of the outstanding Common
Stock of Stratos, which is headquartered in Chicago, Illinois. "We
believe we have exhausted all our efforts to privately discuss with
the Board of Directors a value enhancing transaction in any
meaningful way," Warren G. Lichtenstein, Managing Member of Steel
Partners, stated in the letter. "We believe this all-cash offer
will provide shareholders immediate liquidity and an immediate
opportunity to maximize their investment in the Company. We urge
the Board to allow the Company's shareholders to have the
opportunity to decide whether to accept our proposal." At the same
time, Steel Partners notified Stratos of its intention to nominate
five candidates, James R. Henderson, John J. Quicke, Hugh F.
Culverhouse, Eugene I. Davis and Howard M. Leitner, for election to
the Board of Directors of Stratos at the 2006 annual meeting of
shareholders. Full text of the tender proposal letter follows: June
8, 2006 Mr. Phillip A. Harris President and Chief Executive Officer
Stratos International, Inc. 7444 West Wilson Avenue Chicago,
Illinois 60706 Dear Mr. Harris: Steel Partners II, L.P. is the
beneficial owner of approximately 15% of the outstanding Common
Stock of Stratos International, Inc. ("Stratos" or the "Company").
We have been a long term shareholder of Stratos having commenced
purchasing shares as early as January 2005. As you know, we have
had numerous meetings and discussions regarding Stratos and have
commended management for the progress it has made toward reducing
losses, settling litigation and rationalizing assets. Additionally,
in August 2005, we discussed with management our desire to increase
our position in the Company with the Board's approval since it
would not be possible without triggering Stratos' shareholder
rights plan and the "business combination" statute under Section
203 of the Delaware General Corporation Act. The Board of Directors
ultimately denied our request to increase our ownership position in
Stratos without triggering these anti-takeover provisions. As a
result of the Board's unwillingness to allow us to increase our
stake in the Company, we thereafter expressed our willingness to
the Stratos Board to enter into a negotiated transaction with the
Company that we believed would have created value for all the
shareholders. Again, the Board of Directors rejected our proposal.
We believe we have exhausted all our efforts to privately discuss
with the Board of Directors a value enhancing transaction in any
meaningful way. Accordingly, Steel Partners II, L.P. publicly sets
forth its willingness to offer to acquire all of the common stock
of Stratos it does not already own, through one of its affiliates
or other appropriate acquisition entity by merger or otherwise, for
$7.50 per share in cash (the "Transaction"). Our proposal is not
subject to any financing contingency. This represents a substantial
23% premium to the current market price of $6.09 per share. We
believe this all-cash offer will provide shareholders immediate
liquidity and an immediate opportunity to maximize their investment
in the Company. We urge the Board to allow the Company's
shareholders to have the opportunity to decide whether to accept
our proposal. We propose that the Transaction be accomplished
through a definitive tender offer/merger agreement. Our proposal is
conditioned upon satisfactory completion of due diligence typical
for a transaction of this type (our familiarity with the Company
should enable us to complete all required due diligence on an
expedited basis), obtaining all necessary consents and approvals,
waiver of any Company anti-takeover provisions including the
Company's shareholder rights plan, other customary conditions for a
transaction of this type and size and the execution of a definitive
agreement. We are prepared to commence our due diligence
immediately. We believe the Company's poison pill should be
promptly redeemed in order to allow us to proceed with a tender
offer and give the shareholders the opportunity to tender their
shares. To the extent shares held by the Company's benefit plans
can only be tendered by the trustees or administrators of such
plans, we believe the Company should voluntarily give the
beneficial owners of the shares the right to tender their shares.
If as a result of our due diligence we find evidence of additional
value inherent in the Company based on operating results or
otherwise, we would be willing to upwardly adjust the offer price
to reflect such additional value. We invite the Board to share with
us any documentation in the Board's possession which it believes
reflects additional value in the shares that it believes is not
already known to us. We stand ready to meet with the Board of
Directors and its representatives as soon as possible. We are
simultaneously notifying the Corporate Secretary of the Company of
our intent to nominate five individuals for election to the Board
at the 2006 annual meeting of shareholders, a copy of which is
attached. We look forward to an expedited transaction that we
believe will be a win-win for everyone involved. Please call me at
(212) 520-2300 to discuss. Very truly yours, STEEL PARTNERS II,
L.P. By: Steel Partners, L.L.C. General Partner By: /s/ Warren G.
Lichtenstein Name: Warren G. Lichtenstein Title: Managing Member
CERTAIN INFORMATION CONCERNING PARTICIPANTS Steel Partners II, L.P.
("Steel Partners"), together with the other Participants (as
defined below), intend to make a preliminary filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and
accompanying proxy card to be used to solicit votes for the
election of its slate of director nominees at the 2006 annual
meeting of shareholders of Stratos International, Inc., a Delaware
corporation (the "Company"). STEEL PARTNERS STRONGLY ADVISES ALL
SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT WHEN IT IS
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY
STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
http://www.sec.gov/. IN ADDITION, THE PARTICIPANTS IN THE
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR, MORROW & CO., INC., AT ITS
TOLL-FREE NUMBER: (800) 662-5200. The participants in the proxy
solicitation are anticipated to be Steel Partners, Steel Partners,
L.L.C. ("Partners LLC"), James R. Henderson, John J. Quicke, Hugh
F. Culverhouse, Eugene I. Davis and Howard M. Leitner
(collectively, the "Participants"). As of the close of business on
June 8, 2006, Steel Partners beneficially owned 2,183,650 shares of
common stock of the Company (the "Shares"), constituting
approximately 15% of the Shares outstanding. As the general partner
of Steel Partners, Partners LLC may be deemed to beneficially own
the 2,183,650 Shares owned by Steel Partners, constituting
approximately 15% of the Shares outstanding. As the sole executive
officer and managing member of Partners LLC, which in turn is the
general partner of Steel Partners, Mr. Lichtenstein may be deemed
to beneficially own the 2,183,650 Shares owned by Steel Partners,
constituting approximately 15% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to
the 2,183,650 Shares owned by Steel Partners by virtue of his
authority to vote and dispose of such Shares. Currently, Messrs.
Henderson, Quicke, Culverhouse, Davis and Leitner do not
beneficially own any Shares. Media Contact: Sitrick and Company
Mike Sitrick 310-788-2850 Jason Booth 310-941-3616 DATASOURCE:
Steel Partners II, L.P. CONTACT: Mike Sitrick, +1-310-788-2850, or
Jason Booth, +1-310-941-3616, both of Sitrick and Company, for
Steel Partners II, L.P.
Copyright
Stratos (NASDAQ:STLW)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Stratos (NASDAQ:STLW)
Historical Stock Chart
Von Jun 2023 bis Jun 2024