UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant X
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
ss.240.14a-11(c) or ss.240.14a-12
ASA INTERNATIONAL LTD.
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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The following is the text of a press release issued by ASA
International Ltd. on November 2, 2004.
ASA International Ltd. filed a Definitive Proxy Statement with the
Securities and Exchange Commission on October 12, 2004. The information set
forth in the Proxy Statement under "Special Factors - Background of the
Transaction -- Alternatives Considered", includes a description of a letter
dated August 6, 2004 containing an unsolicited indication of interest. The
following supplemental information is provided with respect to an unsolicited
indication of interest received from a different third party by letter on
October 29, 2004.
ASA has not sought any proposals from any persons for the merger or
consolidation of ASA, or for the sale or other transfer of all or substantially
all of ASA's assets, or for the sale or other transfer of securities of ASA that
would enable the holder thereof to exercise control of ASA. The Board did not
seek any such proposals because such transactions are inconsistent with the
narrower purpose of the proposed transaction as previously disclosed in the
Proxy Statement. The Board believes that by implementing the transaction,
management would be able to devote full time and attention to ASA's business,
and expenses would be significantly reduced, thus enabling ASA to improve its
financial performance, which could result in increased shareholder value over
time. The Board also noted its concern that exploring the sale of ASA could
create an unstable environment for many employees, whose commitment is key to
ASA's operations, thus potentially disrupting and adversely affecting ASA's
business.
On October 29, 2004, ASA received a letter from a third party
containing an unsolicited indication of interest regarding the possible
acquisition of ASA. The letter stated that the third party desired to enter into
a negotiated merger agreement, but went on to say "we will shortly commence an
all-cash tender offer for all outstanding shares of common stock of the Company
(excluding the treasury shares owned by ASA Investment Partnership) at a price
of $6.00 per share. Once we have purchased a sufficient number of shares, we
intend to propose and effect a merger in which the remaining stockholders of the
Company would also receive $6.00 per share in cash." In the letter, the third
party asked to conduct due diligence. The third party stated, "We have
sufficient capital and financing capability to consummate the offer and the
subsequent merger pursuant to a merger agreement with the Company."
In a meeting to discuss the indication of interest, the Board
unanimously determined to advise the third party that the Board was not seeking
a buyer for ASA, and on November 2, 2004, ASA advised the third party in writing
that ASA was not interested in a sale of ASA. ASA did not pursue any possible
transaction with such third party because such a transaction would be
inconsistent with the Board's goal of continuing the operation of ASA as
previously disclosed in the Proxy Statement. In its discussions, the Board
determined that the fact that the third party indicated a price of $6.00 per
share did not affect the Board's determination that the proposed transaction is
fair to the Cashed-Out Stockholders and Remaining Stockholders (each considered
as a distinct group). The Board noted that the indication of interest was
preliminary in nature, did not constitute a firm offer, and may be subject to
substantial conditions, including due diligence, financing and negotiation of a
mutually acceptable definitive agreement. The Board also noted that the third
party did not state that it had sufficient cash on hand or a financing
commitment for any possible transaction. As a result, the Board did not believe
that the price was necessarily indicative of what ASA's stockholders would
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receive in an actual transaction, and therefore felt it was appropriate to give
less weight to the indication of interest than the factors previously considered
by the Board in making its fairness determination. vFinance Investments, Inc.
was not asked to, nor did it, consider or opine upon the merits of the proposed
transaction relative to other alternative transactions.
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