EMS Technologies, Inc. (NASDAQ: ELMG) (“EMS”) today provided the following statement in response to MMI Investments’ letter filed with the Securities and Exchange Commission on Monday, May 2, 2011.
“As we publicly announced, our full Board is engaged in a thorough process to evaluate strategic alternatives for EMS, including a sale of the Company or one or more of its businesses. In fact, we have offered MMI an opportunity to be involved in that process at the Board level. We remain committed to maximizing shareholder value through a comprehensive due diligence and negotiation process. Our Board is committed to acting in our shareholders’ best interests and we look forward to updating all our shareholders on the results of this process when it’s completed.”
In addition, the Board noted that the MMI suggestions in its letter have either previously been implemented by the Board or are simply wrong. Specifically, the Board emphasized that:
- It takes seriously its duty to act in the best interests of all EMS shareholders, and understands fully its role and responsibilities in this process. To that end, the Board is actively involved in the process, working closely with a team of advisors well versed in mergers and acquisitions processes. BofA Merrill Lynch is serving as financial advisor, and King & Spalding LLP and Kirkland & Ellis LLP are serving as legal counsel to EMS and its Board of Directors.
- While MMI is insisting that EMS establish a special committee of the Board to oversee this process, the Board believes that EMS’s shareholders are best served by the full Board actively overseeing this critical process, which it expects will include the review and evaluation of potential offers.
- EMS’s advisors have substantial experience in conducting strategic review processes and are working closely with the Board to conduct a thorough process that includes handling incoming inquiries as well as additional outreach to the universe of potential buyers of either the whole or parts of the Company.
- EMS’ Board, with assistance from its experienced advisors, has carefully constructed this process to ensure that interested parties have sufficient time to meet with management, obtain information about the company, and present well-informed offers, and that the Board has adequate time to carefully consider all offers and act in the best interests of EMS’ shareholders.
- The EMS Board appreciates the positive feedback from shareowners as it carries out its responsibilities during this process, and is disappointed that MMI's actions have become an unnecessary distraction. The Board encourages the cooperation of MMI during this process, and believes that such cooperation would further the interests of all shareholders.
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