Leading Independent Proxy Advisory Firms ISS and Glass, Lewis & Co.
Recommend Vote “FOR” PHAZAR CORP Merger
MINERAL WELLS, Texas -- July 8, 2013
PHAZAR CORP (NASDAQ: ANTP) (“PHAZAR” or the “Company”) today announced that
leading independent proxy advisory firms ISS Proxy Advisory Services and
Glass, Lewis & Co., LLC have both recommended that PHAZAR stockholders vote
“FOR” adoption of the Agreement and Plan of Merger (the “Merger Agreement”),
dated March 13, 2013, by and among PHAZAR, QAR Industries, Inc. (“Parent”) and
Antenna Products Acquisition Corp., a wholly owned subsidiary of Parent. The
Merger Agreement provides for the merger of Merger Sub with and into PHAZAR,
with PHAZAR surviving the merger as a private company wholly owned by Parent.
The Merger Agreement is being submitted to a vote at a special meeting of
PHAZAR stockholders to be held on July 16, 2013.
Gary W. Havener, Chairman of the Board of Directors of PHAZAR, stated: “We are
pleased by the recommendations of these two firms, which we believe further
validate the position of our independent directors that the merger is in the
best interests of PHAZAR and its unaffiliated stockholders.”
Neither of these recommendations was solicited by PHAZAR, Parent or Merger Sub
or any of their respective affiliates and no fees were paid to these firms by
PHAZAR, Parent or Merger Sub or any of their respective affiliates.
As previously stated by the Company in its proxy materials, the ramifications
of failing to adopt the Merger Agreement and complete the merger include:
*Stockholders losing the certainty provided by the Merger Agreement of
receiving a fixed amount of cash consideration for their shares of $1.25
*The likely de-registration of PHAZAR as a public company and the
de-listing of its stock from NASDAQ in order to reduce operating costs,
which the Company expects would have a significant and adverse effect on
the liquidity of its stock; and
*The possibility, if its operating losses continue, that the Company will
be unable to meet its obligations as they come due and be forced to file
for bankruptcy. These obligations include the $500,000 loan from Parent
secured by the Company’s real estate assets, which will become due and
payable on July 31, 2013. It is unlikely that the Company will have
sufficient cash to repay the loan when it comes due.
CONSUMMATION OF THE MERGER REQUIRES ADOPTION OF THE MERGER AGREEMENT BY THE
HOLDERS OF A MAJORITY OF ALL OUTSTANDING SHARES OF THE COMPANY’S COMMON STOCK
(AND NOT JUST SHARES ACTUALLY VOTED). THEREFORE, A NON-VOTE IS THE SAME AS A
VOTE AGAINST THE MERGER AGREEMENT. ALL STOCKHOLDERS ARE URGED TO FOLLOW THE
RECOMMENDATION OF THE INDEPENDENT DIRECTORS, ISS AND GLASS LEWIS AND VOTE
“FOR” ADOPTION OF THE MERGER AGREEMENT, AS SOON AS POSSIBLE.
PHAZAR encourages all stockholders who have not done so already to vote their
shares today by calling Georgeson Inc., PHAZAR’s proxy solicitor, toll free at
1-800-790-6795. Stockholders can also vote via the internet by following the
instructions on their proxy card. Each stockholder’s vote is important,
regardless of the number of shares owned. PHAZAR’s Board of Directors, acting
through its independent members, recommends that stockholders vote “FOR”
adoption of the Merger Agreement.
Stockholders who need assistance in voting their shares or who have questions
regarding the special meeting may contact Georgeson, Inc. at 1-800-790-6795
or Kathy Kindle at PHAZAR 940-325-3301 ext. 245.
About PHAZAR CORP
PHAZAR CORP designs, manufactures and markets antennas, towers, support
structures, masts and communication accessories worldwide. Product information
is available at www.antennaproducts.com and www.phazar.com.
This press release contains forward-looking information within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performances and underlying assumptions and other statements,
which are other than statements of historical facts. Certain statements
contained herein are forward-looking statements and, accordingly, involve
risks and uncertainties described from time to time in the Company’s filings
with the Securities and Exchange Commission (the “SEC”), which could cause
actual results or outcomes to differ materially from those expressed in the
forward-looking statements. The Company’s expectations, beliefs and
projections are expressed in good faith and are believed by the Company to
have a reasonable basis, including without limitation, management’s
examination of historical operating trends, data contained in the Company’s
records and other data available from third parties. There can be no assurance
that management’s expectations, beliefs or projections will result, or be
achieved, or accomplished. These forward-looking statements speak only as of
the date made, and the Company assumes no obligation to update such
Important Additional Information
In connection with the proposed transaction contemplated by the Merger
Agreement, PHAZAR has filed with the SEC a definitive proxy statement on
Schedule 14A on June 4, 2013. The definitive proxy statement was sent to the
stockholders of PHAZAR on or about June 7, 2013. Investors and security
holders of PHAZAR are urged to read the proxy statement and any other relevant
documents filed with the SEC because they contain important information about
the proposed transaction.
Investors and security holders may obtain free copies of the proxy statement
and other documents filed with the SEC by PHAZAR at the SEC’s website at
www.sec.gov, or from PHAZAR, by accessing PHAZAR’s website, at
www.phazarcorp.com, or by calling Kathy Kindle at 940-325-3301 ext. 245.
PHAZAR and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction described in this release. Information regarding those
persons and their interests in the proposed transaction is contained in
PHAZAR’s definitive proxy statement for the special meeting.
Kathy Kindle, 940-325-3301 ext. 245
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