More importantly, we are aware of numerous strategic and financial parties interested in the Company that have been ignored, rebuffed and stonewalled in recent months and weeks by the Company and its financial advisors, or have been paralyzed for months by standstill provisions included in the form confidentiality agreement propagated by the Company as a requisite for entering into any acquisition dialogue.
If any of the foregoing conclusions are based on incorrect information, please openly correct our understanding.
We fear that KITD's current structural, commercial and liquidity challenges will worsen and compound—leaving the Company and its shareholders with limited, if any, options to preserve or generate value for shareholders. As such, we urge you to take immediate action to the benefit of shareholders and:
- Execute on the operational turnaround plan articulated in our Initial Letter;
- Clearly explain your balance sheet fortification strategy to KITD shareholders, specifically how you intend to avoid a foreclosure by WTI or a similar action taken by a replacement, "last resort" lender;
- Conduct an open and transparent auction of the business (without discriminating against any prospective bidders) with a reasonable minimum bid price; and
- Release any party that is currently subject to a standstill provision from any restrictions on participating within or pursuing a transaction to acquire the Company.
With respect to our provisional buy-out offer from the Initial Letter, neither you nor your advisors have engaged with us directly. However, several days after you received our Initial Letter, we were contacted by an executive of JEC Capital (the
hedge fund that currently controls the Company and for which current KITD CEO
serves as Managing Director), who stated that you were not taking our offer seriously because you were unsure of our financial backing, and encouraged us to submit an offer to the board of KITD using a "customary offer letter format". While we believe this is a delaying tactic—since we used a standard, conditional offer structure and you are aware of at least one of our large private equity partners—we have nevertheless complied with this request. Earlier today,
December 5, 2012
, we separately submitted a revised, non-binding offer letter in a customary format to the Company's board of directors, as well as a draft confidentiality agreement that we would be prepared to sign in order to pursue a potential transaction. As part of this documentation, we said we would expect to be able to reach a definitive and binding acquisition agreement within thirty (30) days of being granted due diligence access.
Given the current price of KITD stock, compounded by the Company's strategic drift and worsening liquidity and capital structure issues, we have lowered our indicative offer to acquire the Company to a range of
per share—representing, at the midpoint of the range, a 112% premium to the
closing price of the Company's shares on
Tuesday, December 4, 2012
. Our offer is subject to due diligence, your release of certain parties from standstill agreements, and a mutually acceptable definitive agreement.