SHAREHOLDERS COMMITTEE DEMANDS CONSISTENCY IN MTC MANAGEMENT POSITION RE: DEBENTURES' "POISON PUT".NEW YORK--(BUSINESS WIRE)--December 14, 1994--The Shareholders Committee to Rescue MTC mtc - A Modula-2 to C translator. ftp://rusmv1.rus.uni-stuttgart.de/soft/Unixtools/compilerbau/mtc.tar.Z. Electronics Technologies Co. Ltd. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : MTCEF) ("The Gold Committee") today indicated that they will seek clarification and demand consistency in MTC's position regarding early redemption of the Company's debentures under a "poison put Poison put A covenant allowing the bondholder to demand repayment in the event of a hostile takeover. " feature of the Trust Indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. under which the debentures were issued. Harry Edelson, of the Gold Committee, said that statements made by MTC management, its proxy solicitors Proxy Solicitor A specialist (firm) hired to gather proxy votes. and its new found "partners" -- the Grande Holdings Ltd The Grande Holdings Ltd (Traditional Chinese: 嘉域集團有限公司) (HKSE: 0186 . -- and their proxy solicitors are "confusing" and "inconsistent," at best. In addition, the Gold Committee noted that MTC's current directors and management are on record that if the "poison put" feature was invoked, that action would be "disastrous" to the Company and might result in its bankruptcy. The Committee also noted that MTC management has gone on record that a wholesale change in the Board is needed. The Gold Committee agreed, noting that better than $60 million in shareholder value could vanish in bankruptcy. Edelson said that some shareholders are now being told by the Company or its associates or representatives that if the Gold Committee's slate is elected, that the poison put provision might be invoked. He said the Committee finds it curious and simply a scare tactic that the Company has taken this tack; but at the same time said that the Gold Committee didn't believe that the current MTC Board would allow their discretion to be fettered fet·ter n. 1. A chain or shackle for the ankles or feet. 2. Something that serves to restrict; a restraint. tr.v. fet·tered, fet·ter·ing, fet·ters 1. To put fetters on; shackle. and consider acting contrary to the best interests of the Company and all of its shareholders. The Gold Committee has requested confirmation that "Continuing Directors" of MTC (as the phrase is defined in the Trust Indenture under which the Debentures were issued) will vote for, or concur CONCUR - ["CONCUR, A Language for Continuous Concurrent Processes", R.M. Salter et al, Comp Langs 5(3):163-189 (1981)]. with the nomination of the Gold Committee's nominees, if those nominees are elected as directors of the Company, such that no "change in control" will have occurred under the Debentures. The Gold Committee's proposed slate of directors is a group of experienced electronics and telecommunications experts who have worked closely together for eight years on joint- ventures, including projects in China. Harry Edelson explained, "Because our proposed directors have collaborated so effectively on a number of past projects during the last eight years, I am confident that we will form a highly effective team at MTC. Members of the board were chosen for their various areas of individual expertise as well as their demonstrated ability to pool their skills."
CONTACT: Edelson Technology Partners Ruder Finn, Inc.
Harry Edelson Robert Ferris
201-843-4590 212-715-1573
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