defa14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Inter-Tel (Delaware), Incorporated
(Name of Registrant as Specified In Its Charter)
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On October 16, 2006, Inter-Tel (Delaware), Incorporated issued a press release. A copy of
the press release is attached as Exhibit 1.
Exhibit 1: Press Release dated October 16, 2006
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Exhibit 1
FOR IMMEDIATE RELEASE
SECOND MAJOR PROXY
ADVISORY FIRM RECOMMENDS VOTING AGAINST
MIHAYLO RESOLUTION AT INTER-TELS SPECIAL MEETING
TEMPE, Ariz., October 16, 2006 Inter-Tel (Delaware), Incorporated (Nasdaq: INTL) today announced
that Glass Lewis & Co., one of the nations leading independent proxy advisors, has recommended
that Inter-Tel stockholders vote AGAINST the resolution proposed by Steven G. Mihaylo at the
October 24, 2006 Special Meeting of Stockholders. The Glass Lewis recommendation is consistent with
the recommendation of Institutional Shareholder Services (ISS), another leading independent proxy
advisory firm, which on October 12, 2006 recommended that Inter-Tel stockholders vote AGAINST the
Mihaylo resolution. Glass Lewiss and ISSs voting analyses are relied upon by hundreds of major
institutional investors, mutual funds, pension plans and other fiduciaries.
Two of the nations leading
proxy advisors have now recommended that Inter-Tel stockholders vote
AGAINST the Mihaylo Resolution, said Alex Capello, Inter-Tels Chairman. The entire Special
Committee of the Board of Directors is focused on exploring ways to enhance long-term stockholder
value. We believe it is imperative this process be allowed to continue without being further
disrupted by Mr. Mihaylo, whose interests in this situation are not the same as those of other
stockholders. We are pleased with the recommendations of ISS and Glass Lewis, and we are grateful
for the continued support of our stockholders.
In its report, Glass Lewis stated:
... the
current offer from the Mihaylo Parties is not particularly compelling. Its modest
premium to the Companys unaffected (i.e. pre-13D Filing) stock price is below average for
communications equipment transactions, according to our databases. (We acknowledge, but do
not credit, Mihaylos arguments about what the Company would have to achieve in terms of
financial performance during 2007 to reach the offer price through operations. The Board
may fairly consider not just where the stock will likely be in the next six or twelve
months in considering an offer; the Board might well determine to focus instead on the
medium- or long-term value of the standalone enterprise or to contemplate the value that
may be accreted to current shareholders through other forms of strategic transactions, such
as acquisitions.)*
Glass Lewis also noted that:
Given
the product transitions at the Company and the state of the industry generally, we
certainly believe a Board could properly decide that a sale transaction today will not
garner full value for the embedded or hidden value in the Companys future prospects. From
an economic perspective, this could easily
happen because third parties will naturally apply a higher discount rate to future
projected cash flows than the Board or management may believe (or know) is warranted given
their unique knowledge of their technology, product roadmap and clients. It may also be the
case, at any given moment, that the best buyers are unable to buy because of issues
particular to them and that moment in their own history. Moreover, as noted, sometimes the
best way to maximize long-term value is to first engage in various types of synergistic
transactions such as
Exhibit 1
acquisitions.
Thus, not every moment a buyer wants to buy is a good moment for a seller to sell.*
* Permission
to use quotations neither sought nor obtained.
The Special Committee urges all
stockholders to protect their investment and vote AGAINST the
Mihaylo Resolution on the WHITE proxy card today. Stockholders with questions or who need
assistance in voting their shares may call the Companys proxy solicitor, Innisfree M&A
Incorporated, toll-free at 888-750-5834 (banks and brokers may call collect at 212-750-5833).
About Inter-Tel (Delaware), Incorporated
Inter-Tel (Nasdaq: INTL) offers
value-driven communications products; applications utilizing
networks and server-based communications software; and a wide range of managed services that
include voice and data network design, traffic provisioning, and financial solutions packages. An
industry-leading provider focused on the communication needs of business enterprises, Inter-Tel
employs approximately 1,900 communications professionals, and services business customers through
a network of 58 company-owned, direct sales offices and approximately 350 authorized providers in
North America, the United Kingdom, Ireland, Australia and South Africa. More information is
available at www.inter-tel.com.
This press release contains forward-looking
statements. All statements other than statements of
historical fact may be forward-looking statements. These include statements concerning the
anticipated impact on stockholder value of the Companys strategic plan, the ability of management
to execute the Companys strategy and adapt to changes in the industry, the Companys review of all
strategic alternatives to maximize stockholder value, and the effect of the Mihaylo Resolution and
the actions of its sponsors and others. Such statements are based on current assumptions that
involve risks and uncertainties which could cause the actual results, performance, or achievements
of the Company to be materially different from those described in such statements,
including, market acceptance of new and existing products, software and services; dependence on
continued new product development; product defects; timely and successful hiring and retention of
employees; retention of existing dealers and customers; industry, competitive and technological
changes; general market and economic conditions; the composition, product and channel mixes, timing
and size of orders from and shipments to major customers; price and product competition; and
availability of inventory from vendors and suppliers. For a further list and description of such
risks and uncertainties, please see the risks factors contained in the Companys Form 10-K, as
amended on Form 10-K/A, each as filed with the SEC, other subsequently filed current and periodic
reports, and the Companys most recent Form 10-Q dated August 9, 2006. Inter-Tel disclaims any
intention or obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Media:
Steve Frankel / Jeremy Jacobs
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Investors:
Alan Miller / Jennifer Shotwell
Innisfree M&A Incorporated
212-750-5833
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