Zones, Inc. to Be Acquired in Going Private Transaction for $8.65 per Share in Cash
* Reuters is not responsible for the content in this press release.
AUBURN, WA, Jul 31 (MARKET WIRE) --
Zones, Inc. (the "Company," "Zones"(TM)) (NASDAQ: ZONS) announced today
that it has entered into a definitive merger agreement to be acquired by
Zones's Chairman and Chief Executive Officer, Firoz Lalji, for $8.65 per
share in cash. Mr. Lalji currently beneficially owns approximately 54% of
the outstanding shares of Zones.
Under the terms of the merger agreement, Zones shareholders, other than
Mr. Lalji and certain related parties, will receive $8.65 in cash for each
share of Zones common stock they hold, representing a premium of
approximately 59 percent over Zones's closing share price of $5.44 on July
30, 2008, the last trading day prior to public announcement of the
transaction.
The Board of Directors of Zones, on the unanimous recommendation of a
Special Committee composed solely of independent directors, has approved
the merger agreement and resolved to recommend that Zones shareholders
adopt the agreement.
"The strategic review process was rigorous and thorough," said William C.
Keiper, Chairman of the Zones Special Committee that was charged with
overseeing the Company's evaluation of strategic alternatives. "After a
significant amount of time and effort spent on shareholder value
initiatives, we believe this transaction provides the greatest certainty
for achieving the highest value for the Company's minority shareholders."
The transaction is expected to close in the fourth quarter of 2008 and is
subject to customary closing conditions, including a requirement for
approval by Zones shareholders and a special approval of shareholders
other than Mr. Lalji and his related parties who will remain shareholders
of the surviving corporation. The transaction is not subject to a
financing condition.
Cascadia Capital, LLC and Houlihan Lokey Howard & Zukin Financial
Advisors, Inc. are serving as financial advisors to the Special Committee
of the Zones board of directors in connection with the transaction, and
Lane Powell PC is acting as the Special Committee's legal advisor. DLA
Piper US LLP is acting as legal advisor to Zones in connection with the
transaction. K&L Gates LLP is acting as legal advisor to the acquirer in
connection with the transaction.
About the Transaction
In connection with the proposed merger, Zones will file a proxy statement
with the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain a free copy of the proxy statement (when available) and
other documents filed by Zones at the Securities and Exchange Commission's
Web site at http://www.sec.gov.
The proxy statement and such other documents may also be obtained for free
from Zones by directing such request to Zones, Inc., 1102 15th Street SW,
Suite 102, Auburn, Washington 98001 Attention: Investor Relations;
Telephone (253) 205-3000.
Zones and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its shareholders in connection with the
proposed merger. Information concerning the interests of Zones's
participants in the solicitation of proxies is set forth in Zones's proxy
statements and Annual Reports on Form 10-K, previously filed with the
Securities and Exchange Commission, and will be set forth in the proxy
statement relating to the merger when it becomes available.
Forward-Looking Statements
This press release contains "forward-looking statements" within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements give Zones's
current expectations or forecasts of future events and involve a number
of risks and uncertainties that could cause actual results to differ
materially from those projected, anticipated, expected or implied. These
uncertainties and other factors also include, but are not limited to,
risks associated with this transaction, including the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement, the inability to complete the
transaction due to the failure to obtain the approval of shareholders,
including approval of shareholders other than Mr. Lalji and his related
parties who will remain shareholders of the surviving corporation, the
failure to satisfy other conditions to completion of the transaction, or
risks that the proposed transaction disrupts current plans and
operations. Zones undertakes no obligation to update any of these
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
Accordingly, any forward-looking statement should be read in conjunction
with the additional information about risks and uncertainties set forth
in Zones's Securities and Exchange Commission reports, including Zones's
annual report on Form 10-K for the year ended December 31, 2007 and its
quarterly report on Form 10-Q for the quarter ended March 31, 2008.
About Zones, Inc.
Zones, Inc. is a single-source direct marketing reseller of name-brand
information technology products to the small-to-medium-sized business
market, enterprise accounts and public sector accounts. Zones sells these
products through outbound and inbound account executives, a national field
sales force, catalogs and the Internet. Zones offers more than 150,000
products from leading manufacturers including Adobe, Apple, Avaya, Cisco,
HP, IBM, Kingston, Lenovo, Microsoft, NEC, Nortel Networks, Sony, Symantec
and Toshiba.
Second Quarter Financial Results
On July 31, 2008, Zones issued a separate press release announcing its
financial results for the quarter ended June 30, 2008.
For more information, contact:
Ronald McFadden
Zones, Inc.
Chief Financial Officer
(253) 205-3000
Copyright 2008, Market Wire, All rights reserved.
-0-
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.


Follow Reuters