Exhibit 99.1
For Immediate Release
Contact: Alfred C. Angelone
Chairman & CEO
ASA International Ltd.
www.asaint.com
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508 626-2727
ASA INTERNATIONAL LTD. RESPONDS TO UNSOLICITED INDICATION OF INTEREST
FRAMINGHAM, MA -- Monday, November 8, 2004 -- ASA INTERNATIONAL LTD.
(NASDAQ: ASAA) today announced the following information.
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 Rippe & Kingston Systems, Inc. ("R&K") by
letter on November 5, 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 R&K containing an
unsolicited indication of interest regarding the possible acquisition of ASA.
The letter stated that R&K 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, R&K asked to conduct due diligence. R&K
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 R&K that the Board was not seeking a buyer for
ASA, and on November 2, 2004, ASA advised R&K in writing that ASA was not
interested in a sale of ASA. ASA did not pursue any possible transaction with
R&K 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 R&K 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 R&K 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 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.
On November 5, 2004, ASA received a second letter from R&K in which R&K
repeated its unsolicited indication of interest regarding the possible
acquisition of ASA at a price of $6.00 per share. Also on November 5, 2004, R&K
issued a press release announcing that it had contacted ASA by letter to express
such interest. The November 5, 2004 letter stated, as did R&K's press release,
that R&K had determined not to commence at tender offer for ASA's common stock
at this time. In the November 5, 2004 letter, R&K again asked to conduct due
diligence and to meet with ASA and its advisors. R&K stated that is had received
assurances from its lenders of financing adequate to complete the acquisition of
ASA.
In a meeting to discuss the indication of interest, the Board
unanimously determined to again advise R&K that the Board was not seeking a
buyer for ASA, and on November 8, 2004, ASA advised R&K in writing that ASA was
not interested in a sale of ASA. ASA did not pursue any possible transaction
with such R&K 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 R&K
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 R&K 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 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.
About ASA International Ltd.
Since its inception in 1969, ASA International Ltd., has been
designing, developing and implementing enterprise software solutions coupled
with services and on-going support to hundreds of businesses in North America,
South America and Europe. ASA specializes in providing enterprise
business-to-business software solutions and value-added services to vertical
markets. ASA enterprise solutions enable its customers to achieve maximum return
on their information technology investment because they provide the tools to
simplify the processes required to plan, manage and control the entire business
life-cycle.
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This press release contains forward-looking statements that involve a
number of risks and uncertainties. Among the important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are delays in product development, competitive pressures, general
economic conditions and the risk factors detailed in the company's periodic
reports and registration statements filed with Securities and Exchange
Commission.