Cost-U-Less, Inc. Discloses Record of Financial Adviser Engagements.BELLEVUE, Wash. -- Cost-U-Less, Inc. (the "Company")(Nasdaq:CULS CULS Capital University Law School (Columbus, Ohio) ) today disclosed that its Board of Directors has on several occasions over the past six years engaged professional financial advisers to assist in evaluating strategic alternatives. The Company's disclosures, filed today with the U.S. Securities & Exchange Commission, were made in response to statements made in earlier SEC filings by certain shareholders, suggesting that the Board of Directors should engage an investment banker Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. to help explore alternatives for enhancing value and liquidity for shareholders. Cost-U-Less's Chief Executive Officer, J. Jeffrey Meder, explained that "Even though we have stated publicly on numerous occasions that our Board is continually con·tin·u·al adj. 1. Recurring regularly or frequently: the continual need to pay the mortgage. 2. exploring and evaluating ways to increase shareholder value, these recent public suggestions may have created the opposite impression. We feel that our shareholders will benefit from a more accurate view of how much attention our Board is paying to this important subject." Since conducting its initial public offering in 1998, Cost-U-Less's Board of Directors has formally engaged three outside financial advisers, on four separate occasions, during the period from 2000 to 2004 and most recently in 2006. These engagements were primarily broad mandates to examine a range of potential strategic opportunities, and in some cases involved assessment of specific opportunities that were under consideration. Strategic alternatives examined have included not only potential business combinations but also acquisition or divestiture The breakup of AT&T. By federal court order, AT&T divested itself on January 1, 1984 of its 23 operating companies, which became known as the Regional Bell Operating Companies (RBOCs). opportunities, strategic partnering opportunities and potential equity financings Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. , as well as alternative uses for the Company's cash and borrowing capacity such as possible expansion of the stock repurchase Stock repurchase A firm's repurchase of outstanding shares of its common stock. programs the Company has implemented periodically since 2001. In December 2002, the Company engaged Delafield & Hambrecht, Inc., a Seattle-based investment banker, to help identify and assess potential acquirors and other strategic opportunities. Delafield Hambrecht had largely concluded this initial assignment by mid- mid- pref. Middle: midbrain. 2003. Later, in December 2003, the Cost-U-Less Board renewed its engagement of Delafield Hambrecht for an additional 12-month period. Less than a year after expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of this engagement, in November 2005, Delafield Hambrecht's chief executive officer, John D. Delafield, announced in an SEC filing that he and his firm and other related parties had acquired more than 7% beneficial ownership of the Company's outstanding common shares. Later SEC filings by the Delafield group have disclosed an increase of its beneficial ownership to 9.5%, and have also included letters to Cost-U-Less management suggesting, among other things, that the Company hire an investment banker to explore strategic alternatives. Mr. Delafield has publicly indicated that his group is itself interested in possibly acquiring the Company. In November 2006, Cost-U-Less engaged its current financial adviser, Cascadia Capital, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , to assist the Board of Directors in exploring a range of strategic alternatives. Cascadia Capital is a Seattle-based investment bank focused on serving emerging growth and middle market companies. Cascadia Capital employs 20 professionals and offers its clients a nationally recognized M&A advisory practice. "Our corporate policy is, of course, not to comment publicly on the nature or content of the Board's ongoing strategic deliberations and related activities, and that will not change," said Mr. Meder. "While the Board continues to evaluate strategic alternatives, however, management will focus on ways to build value for our shareholders, including efforts to increase earnings, respond to competition and identify opportunities for future growth." Cost-U-Less currently operates eleven stores in the Caribbean and Pacific region: U.S. Virgin Islands (2), Netherlands Antilles Netherlands Antilles, island group, an autonomous part of the Netherlands (2005 est. pop. 220,000), 371 sq mi (961 sq km), West Indies. Formerly known as the Dutch West Indies and Netherlands West Indies, they are divided into two groups. (2), Hawaiian Islands (2), California (1), Guam (2), American Samoa American Samoa, officially Territory of American Samoa, unincorporated territory of the United States (2000 pop. 57,291), comprising the eastern half of the Samoa island chain in the South Pacific. (1), and Republic of Fiji (1). The Company builds its business through delivering high-quality U.S. and local goods, progressive merchandising merchandising Element of marketing concerned especially with the sale of goods and services to customers. One aspect of merchandising is advertising, which aims to capture the interest of the segment of the population most likely to buy the product. practices, sophisticated distribution capabilities, and superior customer service, primarily to island markets. Additional information about Cost-U-Less is available at www.costuless.com Forward Looking Statements This press release contains statements that are forward-looking. These statements are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such statements, including those related to the Company's exploration of strategic alternatives, and efforts to increase earnings, respond to competition and identify opportunities for future growth are all based on currently available operating, financial, and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including that the Company's efforts to identify a strategic alternative, even as assisted by the engagement of a financial adviser, may not successfully lead to the identification or implementation of a strategic alternative, and that any strategic alternative identified by the Company may not be attractive to shareholders and may not result in enhanced shareholder value. In addition, the Company's ability to operate profitably in existing markets and to expand into new markets may be adversely affected by competing warehouse clubs or discount retailers. Other risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated include those risks and uncertainties detailed in the Company's filings with the SEC. |
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