North & Webster Raises Offer To Acquire CSP To $7.00 Per Share In Cash
Calls on Board to Take Revised Offer Seriously and to Immediately Engage in
Urges Stockholders to Vote the GOLD Proxy and Demonstrate that Stockholders
Prefer an Immediate Value-Maximizing Transaction Rather than the Status Quo
NEW YORK, Feb. 7, 2013
NEW YORK, Feb. 7, 2013 /PRNewswire/ -- North & Webster, LLC ("North &
Webster") announced today that it has increased its offer to acquire CSP Inc.
(NasdaqGM:CSPI) ("CSP" or the "Company") to $7.00 per share in cash by way of
a letter it delivered to the Board of Directors on February 6, 2013.
North & Webster is extremely disappointed the Board has chosen to hide behind
certain entrenchment tactics in connection with the 2013 Annual Meeting and
misleading statements around North & Webster's intentions rather than engage
in discussions around North & Webster's initial acquisition offer. North &
Webster remains steadfast in its desire and resolve to acquire CSP in a
negotiated transaction, as its significantly increased offer price
demonstrates. In fact, North & Webster's $7.00 per share all-cash offer price
oa 42% premium to the closing price on November 7, 2012, the date we made
our first offer;
oa 27% increase over our last offer price; and
oa higher price than the stock has traded at any time in the past 5 years.
North & Webster Managing Member Samuel Kidston, stated, "Despite our best
efforts, CSP's Board has been absolutely unwilling to engage in meaningful
negotiations with us to date. Do not be fooled by the Board's self-serving
rhetoric. Our increased offer demonstrates how serious and determined we are
to acquire CSP in a negotiated transaction. We believe good corporate
governance and their fiduciary responsibilities require the CSP Board members
to seriously consider our increased value-enhancing proposal, which provides
immediate and full value to CSP's stockholders."
Mr. Kidston continued, "The clear message we have received from a large number
of stockholders is that stockholders want maximum value for their shares now
through a negotiated transaction and that this is clearly a better alternative
than management continuing with its current strategy. The best way for
stockholders to demonstrate that they support a transaction that can provide
certainty, liquidity, and full and fair value for their investment is by
immediately voting for our slate of director nominees on the Gold Proxy Card.
Once the 2013 Annual Meeting has come and gone and the pressure is off, there
is nothing to prevent the CSP Board from continuing to rebuff and ignore
acquisition overtures for the Company and continue the status quo.
Stockholders likely will not again have such an opportunity to have their
voices heard loud and clear for at least another year, if not longer."
If you have any questions or require any assistance with your vote, please
contact Steve Balet at SCB Advising, Inc., who is assisting us, at
1-877-786-3323 or 1-646-290-5243.
North & Webster
Sam Kidston, 617-395-8121
SOURCE North & Webster, LLC
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