EXHIBIT 99.1
POINT BLANK NEWS FROM POINT BLANK SOLUTIONS, INC.
SOLUTIONS, INC. 2102 SW 2nd Street * Pompano Beach, FL 33069
Tel: 954-630-0900 * www.pointblanksolutions.com
COMPANY CONTACT: Media Relations/Investor Relations
Glenn Wiener
212-786-6013
pr@PBSInc.com or ir@PBSInc.com
POINT BLANK SOLUTIONS RESPONDS TO UNSOLICITED PROPOSAL FROM STEEL PARTNERS
POMPANO BEACH, FL, NOVEMBER 9, 2007 - Point Blank Solutions, Inc. (OTC Pink
Sheets: PBSO.PK), a leader in the field of protective body armor, responded in a
letter dated today to the unsolicited proposal from Steel Partners II, L.P.,
received by the Company on October 30, 2007, to enter into negotiations to
acquire all of the common stock of Point Blank Solutions, Inc.
The Company advised Steel Partners that the Board of Directors has determined it
is not in the best interest of all shareholders to pursue Steel Partners'
proposal at this time. "Our Board of Directors reviewed the proposal carefully
and deliberately; we take our fiduciary duties very seriously," said Larry
Ellis, the Company's President and Chief Executive Officer. The Company stressed
that in order to maximize shareholder value, it should continue along the path
of resolving legacy issues as well as implementing its growth and profitability
strategy.
Response letter to unsolicited proposal from Steel Partners:
November 9, 2007
Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY 10022
Attention: Warren G. Lichtenstein
Dear Mr. Lichtenstein:
Thank you for your letter of October 30, 2007. We appreciate your continued
interest in Point Blank Solutions and your goal of maximizing shareholder value.
It is a goal that the Company's Board of Directors and management team share.
As you may be aware, the Company has been dealing with many issues that arose
under previous management. Among these issues are class action and derivative
shareholder suits, numerous ongoing implications from the criminal indictments
of former senior management, and various other investigations. Management has
made it a priority to work towards addressing these matters, in order to bring
the Company back into regulatory compliance and to institute appropriate
controls and procedures. The Board of Directors and management believe that
effectively resolving these issues is a crucial near-term step to position the
Company for maximum shareholder value over time.
The Board and current management have made significant progress in resolving
these and other pressing issues in an effort to maximize value for the entire
shareholder base. This shareholder base includes relatively new shareholders
such as Steel Partners as well as those shareholders, large and small, who have
been longer-term holders of the Company's stock through a very difficult period.
During this period, the Company has added five new independent directors to the
seven member Board, bringing the total number of independent directors to six.
The entire Board maintains an open mind to pursue the most effective path to
maximizing shareholder value. We have recruited a new senior management team
who, in addition to their efforts to resolve issues from the past, are intently
focused on strategies for growth and enhanced profitability.
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Under the guidance of the Board and the leadership of new management, we have
improved procedures, increased operating efficiencies, and continue to execute
and refine a strategic plan designed to leverage the Company's competitive
strengths. The Board of Directors has deliberately considered your letter and
has discussed the proposal extensively with our advisors including, among
others, Wachovia Securities, our financial advisors. After careful
consideration, the Board has concluded that it should not pursue your proposal
at this time and, in order to maximize value for its entire shareholder base
over the long term, the Company should continue to make progress on resolving
legacy issues as well as implementing its growth and profitability strategy.
We understand from your October 30 letter that you have had success in assisting
companies in the defense industry. We are interested in discussing our strategy
with you and would welcome your experience to help meet the Company's goals of
growth and added value for all shareholders. To that end, the Company is
prepared to enter into a Confidentiality and Non-Disclosure Agreement ("NDA"),
in the form enclosed with this letter. Once this NDA is in place, we may be able
to share with you the details of our strategic plan and our vision to increase
market share, improve our operating and financial performance and the steps we
intend to take to maximize long-term shareholder value. To enable us to have
discussions, please execute the NDA and return it at your earliest convenience.
We look forward to working together to build value for all of the Company's
shareholders.
Sincerely,
Larry R. Ellis
President and Chief Executive Officer
ABOUT POINT BLANK SOLUTIONS, INC.
Point Blank Solutions, Inc. is a leader in the design and production of
technologically advanced body armor systems for the U.S. Military, Government
and law enforcement agencies, as well as select international markets. The
Company is also recognized as the largest producer of soft body armor in the
U.S. With state-of-the-art manufacturing and laboratory testing facilities,
strategic technology and marketing alliances, and an ongoing commitment to drive
innovation, Point Blank Solutions believes that it can deliver the most advanced
body armor solutions, quicker and better than anyone in the industry.
The Company maintains facilities in Deerfield Beach, FL, Oakland Park, FL,
Pompano Beach, FL, Jacksboro, TN and Washington, DC. To learn more about Point
Blank Solutions, Inc. visit our website at www.PointBlankSolutionsInc.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: THE STATEMENTS WHICH ARE NOT HISTORICAL FACTS CONTAINED IN THIS PRESS
RELEASE ARE FORWARD-LOOKING STATEMENTS, WHICH ARE BASED LARGELY ON THE COMPANY'S
EXPECTATIONS AND ARE SUBJECT TO VARIOUS BUSINESS RISKS AND UNCERTAINTIES,
CERTAIN OF WHICH ARE BEYOND THE COMPANY'S CONTROL. WORDS SUCH AS "EXPECTS,"
"ANTICIPATES," "TARGETS," "GOALS," "PROJECTS," "INTENDS," "PLANS," "BELIEVES,"
"SEEKS," "ESTIMATES," VARIATIONS OF SUCH WORDS, AND SIMILAR EXPRESSIONS ARE
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
STATEMENTS ARE ONLY PREDICTIONS THAT SPEAK AS OF THE DATE HEREOF AND ARE SUBJECT
TO RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT.
THEREFORE, ACTUAL RESULTS MAY DIFFER MATERIALLY AND ADVERSELY FROM THOSE
EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, (1) CHANGES IN
THE COMPANY'S INTERNAL CONTROL STRUCTURE OVER FINANCIAL REPORTING, (2)
DE-LISTING FROM THE AMERICAN STOCK EXCHANGE, (3) UNCERTAINTY OF FUTURE FINANCIAL
RESULTS, (4) ADDITIONAL FINANCING REQUIREMENTS, (5) DEVELOPMENT OF NEW PRODUCTS,
(6) GOVERNMENT APPROVAL PROCESSES, INCLUDING APPROVAL OF THE SETTLEMENT BY THE
COURT, (7) THE IMPACT OF COMPETITIVE PRODUCTS OR PRICING, (8) TECHNOLOGICAL
CHANGES, (9) THE EFFECT OF POLITICAL AND ECONOMIC CONDITIONS, (10) THE OUTCOME
AND IMPACT OF LITIGATION TO WHICH THE COMPANY IS A PARTY AND THE SECURITIES AND
EXCHANGE COMMISSION AND OTHER INVESTIGATIONS REGARDING THE COMPANY, (11)
TURNOVER IN THE COMPANY'S SENIOR MANAGEMENT AND (12) OTHER UNCERTAINTIES
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DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING, WITHOUT LIMITATION, THOSE UNCERTAINTIES AND RISKS DISCUSSED IN DETAIL
IN PART II ITEM 1A. "RISK FACTORS," IN THE COMPANY'S QUARTERLY REPORT ON FORM
10-Q FOR THE QUARTER ENDED JUNE 30, 2007. THE COMPANY UNDERTAKES NO OBLIGATION
TO REVISE OR UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS TO REFLECT ANY
CHANGE IN THE EXPECTATIONS OF OUR MANAGEMENT WITH REGARD THERETO OR ANY CHANGE
IN EVENTS, CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED.
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