Technitrol Issues Statement Regarding Bel Fuse's Response to its Acquisition Offer.PHILADELPHIA -- Technitrol, Inc. (NYSE NYSE See: New York Stock Exchange :TNL TNL The Next Level (church; gaming clan) TnL Transform and Lighting (video games) TNL Technical Newsletter TNL target nomination list (US DoD) ) is releasing the following statement in response to Bel Fuse's (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 : BELFA, BELFB) announcement of March 26, 2007. Technitrol's statement can be attributed to Chairman and Chief Executive Officer James M. Papada, III: "We are very disappointed in the vague tone of the Bel Fuse Board of Directors' statement regarding our firm and fair offer to acquire Bel Fuse for $40.30 per share in cash (with a stock component should Bel Fuse wish). Notwithstanding the fact that our offer represents premiums of 38% and 21%, respectively, over the closing prices of Bel Fuse's Class A and Class B shares on the day before we announced our proposal, as well as a multiple of approximately 12 times Bel Fuse's 2007 estimated EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become , the Bel Fuse Board refers to some undisclosed generic undervaluation un·der·val·ue tr.v. un·der·val·ued, un·der·val·u·ing, un·der·val·ues 1. To assign too low a value to; underestimate. 2. To have too little regard or esteem for. of Bel Fuse's stock. The Board makes reference to Bel Fuse's cash position, ignoring completely the plain fact that our offer not only reflects the cash on the balance sheet but results in a meaningful premium paid for that cash. "Unlike obscure promises of a share repurchase Share Repurchase A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued. of an unspecified amount of stock at an unspecified price over an unspecified time, our offer represents certain cash value in the hands of all of Bel Fuse's shareholders. We find it strange that Bel Fuse is in effect advising its shareholders to walk away from such a transaction and instead transfer more control to current insiders and away from its unaffiliated shareholders. "We believe that our cash offer represents an attractive and compelling valuation for all of Bel Fuse's shareholders, and the markets seem to agree. We repeat our offer to meet with the Bel Fuse Board to learn more about why it believes that its shares are undervalued Undervalued A stock or other security that is trading below its true value. Notes: The difficulty is knowing what the "true" value actually is. Analysts will usually recommend an undervalued stock with a strong buy rating. in light of the significant, firm cash premium we propose to pay for its earnings power." Based in Philadelphia, Technitrol is a worldwide producer of electronic components, electrical contacts and assemblies and other precision-engineered parts and materials for manufacturers in the data networking, broadband/Internet access, telecommunications, military/aerospace, automotive and electrical equipment industries. For more information, visit Technitrol's Web site at http://www.technitrol.com. Cautionary Note: This message contains "forward looking statements" within the meaning 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. Actual results may differ materially. This release should be read in conjunction with the factors set forth in Technitrol's report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 29, 2006 in Item 1 under the caption "Factors that May Affect Our Future Results (Cautionary Statements for Purposes of the 'Safe Harbor' Provisions of the Private Securities Litigation Reform Act of 1995)." Copyright [c] 2007 Technitrol, Inc. All rights reserved. All brand names and trademarks are properties of their respective holders. |
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