- BELFB Dashboard
- Financials
- Filings
-
Holdings
- Transcripts
- ETFs
- Insider
- Institutional
- Shorts
-
425 Filing
Bel Fuse (BELFB) 425Business combination disclosure
Filed: 3 May 11, 12:00am
· | In 2006, representatives from Bel and Pulse began discussing a framework for a potential business combination |
· | On February 28, 2011, Bel publicly offered to purchase Pulse for $6.00 per share |
· | The Pulse Board summarily rejected Bel’s proposal prior to making any attempt to engage with Bel to discuss a suitable valuation or transaction |
· | Both companies have agreed in the past that increasing raw material, labor and operating costs makes a Bel-Pulse combination very compelling for all shareholders |
· | In an attempt to urge the Pulse Board to examine ALL options available for maximizing shareholder value, Bel nominated two well-respected individuals for election to the Pulse Board at Pulse’s 2011 annual meeting of shareholders |
· | After Bel made its offer and submitted its director nominations, Pulse expanded the Board from 6 to 8 members and nominated three new director candidates |
· | Pulse is NOT making radical changes to address their past governance and performance concerns. If all of Pulse’s nominees are elected, the Board will continue to consist of 4 of 8 directors associated with Pulse’s past performance problems |
· | Bel is NOT seeking control of the Pulse Board. If elected, Bel’s candidates will hold just 2 of 8 board seats |
· | Bel is NOT seeking to surreptitiously obtain Pulse’s intellectual property by planting spies on the Pulse Board. Bel’s nominees will be bound by the same confidentiality restrictions and fiduciary duties as every other board member |
· | Bel’s nominees are NOT “hand-picked” associates of Bel. These candidates are ethical, highly-qualified and completely independent from Bel. Both candidates were introduced to Bel through a specialized corporate governance consulting company and are well-respected advocates for shareholder rights |
· | Bel’s nominees are NOT seeking to be disruptive inside the Pulse boardroom. If elected, these candidates will seek to work constructively with the other directors to ensure your value is protected |
Public Company Board Experience | |
Senior-Level Operating Experience | |
Mergers & Acquisitions Expertise | |
Independent Directors | |
Advocates for Shareholder Rights |
Timothy E. Brog (Age 47) | |
Education | Relevant Experience |
· JD Fordham University School of Law · BA Tufts University | · Chairman & CEO, Peerless Systems (NASDAQ: PRLS) · Former Managing Director, Locksmith Capital Management · Former Managing Director, E2 Investment Partners · Former President, Pembridge Capital Management · Founder and Former Managing Director, The Edwards Andrews Group · Director, Eco-Bat Technologies · Former Director, The Topps Company · Former Associate, Skadden, Arps, Slate, Meagher & Flom |
James Dennedy (Age 45) | |
Education | Relevant Experience |
· MBA Ohio State University · MA Economics University of Colorado · BS Economics United States Air Force Academy | · Principal and Chief Investment Officer, Arcadia Capital · Former Managing Partner, Hamilton-Madison Group · Former President and CEO, Engyro Corporation · Former Managing Partner, Mitchell-Wright, LLC · Director, Agilysys, Inc. (NASDAQ: AGYS) · Former Director and Chairman of Audit Committee, NaviSite, Inc. · Former Director, I-Many, Inc. · Former Director, Entrust, Inc. · Former Director, Abridean, Inc. |
If you have any questions, require assistance in voting your GOLD proxy card, or need additional copies of Bel’s proxy materials, please call Alliance Advisors, LLC at the phone numbers or email listed below. Proxy materials are also available at www.ProxyProcess.com/BelFuse 200 Broadacres Drive, 3rd Floor Bloomfield, NJ 07003 (973) 873-7706 (Call Collect) whassan@allianceadvisorsllc.com or CALL TOLL FREE (877) 777-5017 |