[BELL MICROPRODUCTS LOGO]
CONTACT: Rob Damron
Investor Relations Representative
Bell Microproducts Inc.
(414) 224-1668
ir@bellmicro.com
FOR IMMEDIATE RELEASE
BELL MICROPRODUCTS ANNOUNCES RESULTS OF CONSENT SOLICITATION;
OBTAINS NOTEHOLDER WAIVERS AND PROCEEDS WITH TENDER OFFER
December 19, 2006--Bell Microproducts Inc. (Nasdaq: BELM) (the "Company") today
announced the results of its consent solicitation relating to its $109,850,000
outstanding 3 3/4% Convertible Subordinated Notes, Series B due 2024 (the
"Notes"). Holders of $109,475,000 aggregate principal amount of the outstanding
Notes (which is in excess of the requisite majority of the outstanding principal
amount) have consented to a waiver of defaults arising from the failure to file
all reports and other information and documents which it is required to file
with the SEC and the trustee. Further, these holders have agreed to amend the
indenture to eliminate any provision that would trigger a default for the
failure to file or deliver any reports required to be filed with the SEC or the
trustee, and to add a provision for a special interest payment to holders of
Notes if an eligible tender offer for the outstanding Notes is not completed
prior to February 1, 2007.
INFORMATION REGARDING THE TENDER OFFER
On December 13, 2006, the Company commenced a tender offer for the Notes that is
intended to qualify as an eligible tender offer under the amended indenture.
Credit Suisse is acting as the Dealer Manager for the tender offer for the
Notes. Questions regarding the tender offer may be directed to Credit Suisse at
800-820-1653 (toll-free) or at 212-325-7596. Global Bondholder Services
Corporation will act as the Information Agent for the tender offer for Notes.
Requests for documents related to the tender offers may be directed to Global
Bondholder Services Corporation at 866-924-2200 (toll-free) or at 212-430-3774.
This announcement shall not constitute an offer to purchase or a solicitation of
an offer to sell any securities. The tender offer is being made only through an
Offer to Purchase and related materials. Holders of the Notes should read
carefully the Offer to Purchase and related materials because they contain
important information. Bell Micro has mailed a copy of the applicable Offer
to Purchase to each holder of the Notes on the applicable record date for
mailing. In addition, holders of the Notes and investors may obtain a free copy
of the Tender Offer Statement
on Schedule TO, the Offer to Purchase and other documents that Bell Micro has
filed with the SEC relating to the tender offer at the SEC's website at
www.sec.gov. These materials contain important information and holders of the
Notes are urged to read them carefully prior to making any decision with respect
to the tender offer.
ABOUT BELL MICROPRODUCTS
Bell Microproducts is an international, value-added distributor of a wide range
of high-tech products, solutions and services, including storage systems,
servers, software, computer components and peripherals, as well as maintenance
and professional services. An industry-recognized specialist in storage
products, this Fortune 1000 company is one of the world's largest
storage-centric value-added distributors.
Bell Microproducts is uniquely qualified with deep technical and application
expertise to service a broad range of information technology needs. From design
to deployment, its products are available at any level of integration, from
components to subsystem assemblies and fully-integrated, tested and certified
system solutions. More information can be found in the Company's SEC filings, or
by visiting the Bell Microproducts Web site at www.bellmicro.com.
SAFE HARBOR STATEMENT
This release may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements, which include the Company's intentions with respect to its tender
offer involve known and unknown risks and uncertainties which could cause actual
results or facts to differ materially from such statements for a variety of
reasons including, but not limited the risks described from time to time in the
Company's reports to the Securities and Exchange Commission (including the
Company's Annual Report on Form 10-K). Additional risk factors, which are
described in more detail in the Offer to Purchase, may include:
- the risk that we will not be able to complete financing for
the Offer to Purchase;
- the ultimate outcome and timing of our financial statement
restatement process, including the stock option review;
- risks arising from material weaknesses in our internal control
over financial reporting;
- potential adverse effects to our financial condition, results
of operations or prospects as a result of any required
adjustments to prior period financial statements, and the
incurrence of costs related to the restatement and consent
solicitation processes and the tender offer;
- risks associated with our inability to prepare and timely file
financial statements;
- potential adverse effects if there are additional adverse
accounting-related developments;
- potential adverse developments from enforcement actions that
may be commenced by regulatory agencies, including delisting
of our common stock from the Nasdaq Global Market;
- potential downgrades in the credit ratings of our securities;
and
- risks associated with our business operations as identified in
our SEC filings.
Investors should take such risks into account when making investment decisions.
Shareholders, Noteholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on
which they are made. The Company undertakes no obligation to update publicly or
revise any forward-looking statements.