Business Services Industry

Emerson Radio Corp. Responds To Latest Action By International Jensen Incorporated

Business Wire, July 22, 1996

PARSIPPANY, N.J.--(BUSINESS WIRE)--July 22, 1996--Emerson Radio Corp. (AMEX: MSN) announced today that it had received correspondence from representatives of International Jensen Incorporated ("Jensen") and the William Blair Leveraged Capital Fund, L.P. ("Blair Fund") rejecting Emerson's latest proposal to purchase Jensen.

Blair advised Emerson that as a result of the Amended and Restated Voting and Option Agreement dated May 9, 1996 ("Voting Agreement") they had previously entered into with Recoton Corporation, the competing bidder for Jensen, it was unable to support the Emerson proposal or to sell its shares to Emerson. Emerson believes that the Voting Agreement expired on July 15, 1996 and that Blair is, therefore, able to support the overall Emerson proposal and to sell its shares to Emerson at the $10 per share offered by Emerson, rather than at the $8.90 per share Blair had previously agreed to sell its shares to Recoton.

Emerson, based on advise of its counsel, continues to believe that the Voting Agreement has expired and that this matter is subject to the Delaware stockholder litigation, which recently has been supplemented to seek judicial review of the continuing effectiveness of the Voting Agreement.

Emerson has been separately advised that the Special Committee of Jensen's Board of Directors has refused to consider Emerson's request for consent to purchase Blair's stock based upon its view that such request is moot due to Blair's position that the Voting Agreement remains in effect. Emerson disagrees with this position and has specifically requested a consent to purchase any Jensen shares.

Finally, Emerson takes note of the preliminary determination of the Delaware Court not to schedule a hearing for a preliminary injunction at this time. Emerson understands that this is procedural matter and that a request for injunctive relief upon other grounds may still properly be considered at an appropriate time.

Emerson, therefore, reaffirms its most recent proposal and its continuing intention to acquire Jensen.

Emerson Radio Corp., founded in 1948, is headquartered in Parsippany, N.J. The Company designs and markets, throughout the world, full lines of televisions, home and personal security equipment, timepieces, car audio, home theater, video, audio and microwave oven products.

CONTACT: Eugene I. Davis

(201) 428-2000

or

KCSA INVESTOR CONTACT:

Adam I. Friedman/Joseph A. Mansi

(212) 682-6300 ext. 215/205

COPYRIGHT 1996 Business Wire
COPYRIGHT 2008 Gale, Cengage Learning

 

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