ITEX Responds to Western Sizzlin Changes to Unsolicited Tender Offer

2008-03-25
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  • Western Sizzlin Continues to Recommend Shareholders Reject Offer

    ITEX Corporation (BULLETIN BOARD: ITEX) , The Membership Trading Community(SM), a leading marketplace for cashless business transactions in North America, today issued the following statement regarding Western Sizzlin's (NASDAQ:WEST) decision to remove conditions to its unsolicited exchange offer to acquire shares of ITEX for consideration consisting solely of shares of Western Sizzlin common stock:

    "The situation has not changed -- our Board of Directors continues to believe that Western Sizzlin's bid is wholly inadequate and recommends that shareholders NOT tender their shares. Not only is the offer worth less now than originally announced, it does not reflect the true value of ITEX or its growth prospects. Furthermore, the value of the consideration being offered is uncertain, illiquid, and fully dependent on the future value of Western Sizzlin common stock. For the few ITEX shareholders that have tendered, we urge them to withdraw their shares by notifying the Western Sizzlin exchange agent immediately, as they will lose the right to withdraw tomorrow afternoon."
    ITEX Corporation (BULLETIN BOARD: ITEX) , The Membership Trading Community(SM), a leading marketplace for cashless business transactions in North America, today issued the following statement regarding Western Sizzlin's (NASDAQ:WEST) decision to remove conditions to its unsolicited exchange offer to acquire shares of ITEX for consideration consisting solely of shares of Western Sizzlin common stock:

    "The situation has not changed -- our Board of Directors continues to believe that Western Sizzlin's bid is wholly inadequate and recommends that shareholders NOT tender their shares. Not only is the offer worth less now than originally announced, it does not reflect the true value of ITEX or its growth prospects. Furthermore, the value of the consideration being offered is uncertain, illiquid, and fully dependent on the future value of Western Sizzlin common stock. For the few ITEX shareholders that have tendered, we urge them to withdraw their shares by notifying the Western Sizzlin exchange agent immediately, as they will lose the right to withdraw tomorrow afternoon."

    Steven White, ITEX Chairman and Chief Executive Officer explained, "Demonstrating the volatility and illiquidity of Western Sizzlin common stock, since the exchange offer commenced on December 27, 2007, the stock price has declined by approximately 12%, there have been nine days with no trading activity, and at one point their stock hit a low of $12.80. Western Sizzlin believed that obtaining its recent NASDAQ listing would result in enhanced liquidity. But lack of liquidity continues to weigh on Western Sizzlin's stock. ITEX's stock continues to have almost twenty times the average daily trading volume of Western Sizzlin."

    "Western Sizzlin has extended its exchange offer twice with the latest extension and shareholder withdrawal rights set to expire tomorrow, Wednesday, March 26, 2008. Western Sizzlin has continued to pursue its offer with minimal success. The vast majority of ITEX shareholders have demonstrated that they recognize the offer is not beneficial to them. In its last update on February 29, 2008, Western Sizzlin reported that shares representing just 5% of ITEX had been tendered. Unfortunately, Western Sizzlin shareholders are burdened with estimated tender costs of $250,000, and ITEX shareholders are forced into their own costs to respond, a poor use of capital and resources in my judgment."

    "On March 13, 2008, Western Sizzlin dropped many of the conditions related to its offer, including its previous requirement that Western Sizzlin acquire 60% of ITEX's shares before the exchange could take place," Mr. White continued. "Essentially admitting failure, Western Sizzlin can now accept whatever shares are tendered with no minimum. More concerning to me is that the offer is scheduled to close, terminating ITEX shareholder withdrawal rights, three business days before Western Sizzlin must file its Form 10-K disclosing its operating results for the 2007 fiscal year. Thus, our shareholders are placed in the position of having to make an irrevocable decision shortly before the release of information that might be material."

    The Western Sizzlin tender offer is currently scheduled to expire Wednesday, March 26, 2008, at 5:00 PM, New York time. ITEX shareholders who have tendered can withdraw tendered shares at any time until the offer expires, by delivering or faxing a notice of withdrawal to Western Sizzlin's exchange agent with specified information. If you have any questions, you can also call the ITEX investor relations contacts listed below.
    Steven White, ITEX Chairman and Chief Executive Officer explained, "Demonstrating the volatility and illiquidity of Western Sizzlin common stock, since the exchange offer commenced on December 27, 2007, the stock price has declined by approximately 12%, there have been nine days with no trading activity, and at one point their stock hit a low of $12.80. Western Sizzlin believed that obtaining its recent NASDAQ listing would result in enhanced liquidity. But lack of liquidity continues to weigh on Western Sizzlin's stock. ITEX's stock continues to have almost twenty times the average daily trading volume of Western Sizzlin."

    "Western Sizzlin has extended its exchange offer twice with the latest extension and shareholder withdrawal rights set to expire tomorrow, Wednesday, March 26, 2008. Western Sizzlin has continued to pursue its offer with minimal success. The vast majority of ITEX shareholders have demonstrated that they recognize the offer is not beneficial to them. In its last update on February 29, 2008, Western Sizzlin reported that shares representing just 5% of ITEX had been tendered. Unfortunately, Western Sizzlin shareholders are burdened with estimated tender costs of $250,000, and ITEX shareholders are forced into their own costs to respond, a poor use of capital and resources in my judgment."

    "On March 13, 2008, Western Sizzlin dropped many of the conditions related to its offer, including its previous requirement that Western Sizzlin acquire 60% of ITEX's shares before the exchange could take place," Mr. White continued. "Essentially admitting failure, Western Sizzlin can now accept whatever shares are tendered with no minimum. More concerning to me is that the offer is scheduled to close, terminating ITEX shareholder withdrawal rights, three business days before Western Sizzlin must file its Form 10-K disclosing its operating results for the 2007 fiscal year. Thus, our shareholders are placed in the position of having to make an irrevocable decision shortly before the release of information that might be material."

    The Western Sizzlin tender offer is currently scheduled to expire Wednesday, March 26, 2008, at 5:00 PM, New York time. ITEX shareholders who have tendered can withdraw tendered shares at any time until the offer expires, by delivering or faxing a notice of withdrawal to Western Sizzlin's exchange agent with specified information. If you have any questions, you can also call the ITEX investor relations contacts listed below.

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