SOURCE: MERISEL, INC.

May 09, 2008 16:10 ET

Merisel, Inc. Announces Developments Relating to Its Agreement to Be Acquired by an Affiliate of American Capital Strategies, Ltd.

NEW YORK, NY--(Marketwire - May 9, 2008) - Merisel, Inc. (PINKSHEETS: MSEL) ("Merisel"), a leading provider of visual communications and brand imaging solutions to the consumer products, retail, advertising and entertainment industries, announced on March 28, 2008 that it had entered into an agreement and plan of merger (the "Merger Agreement") pursuant to which it would be acquired by TU Holdings, Inc., a wholly owned portfolio company of American Capital Strategies, Ltd. (NASDAQ: ACAS) ("ACAS"), for $5.75 per share in cash.

On May 4 and May 6, 2008, representatives of ACAS informed Merisel's financial and legal advisors that ACAS currently does not intend to proceed with the acquisition of Merisel at $5.75 per share in cash in accordance with the terms of the Merger Agreement. According to the representatives of ACAS, ACAS desires to renegotiate the terms of the transaction (specifically, the per share purchase price) in light of ACAS' view of the performance of Merisel's business during the first quarter of 2008. The Merger Agreement remains in full force and effect, and Merisel has performed, and is performing, all of its obligations under, and is not in violation of, the Merger Agreement. Merisel filed a definitive proxy statement relating to the proposed transaction with the Securities and Exchange Commission (the "SEC") on May 9, 2008, and is submitting the Merger Agreement to its stockholders for adoption as required by the Merger Agreement. If TU Holdings breaches its covenant to consummate the merger contained in the Merger Agreement, and Merisel terminates the Merger Agreement on account of such breach, TU Holdings and ACAS are obligated to pay Merisel a $3.5 million reverse termination fee. However, Merisel cannot compel TU Holdings or ACAS to complete the merger; in the event of such breach by TU Holdings, Merisel will only be entitled to the reverse termination fee in accordance with the terms of the Merger Agreement. The meeting of Merisel's stockholders to adopt the Merger Agreement is scheduled for June 10, 2008.

Cautionary Statement

This press release may contain forward-looking information regarding Merisel and the pending transaction that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are inherently speculative and are based on currently available information, operating plans, projections and expectations about future events and trends. As such, they are subject to numerous risks and uncertainties. Actual performance, results and outcomes may be significantly different from expectations. Merisel undertakes no obligation to update any such forward-looking statements. Please see Merisel's filings with the SEC, including the Merisel's Annual Report on Form 10-K for the year ended December 31, 2007, and its definitive proxy statement filed on May 9, 2008, in connection with the transaction, for a discussion of specific risks that may affect the performance of Merisel and the completion of the transaction.

Important Merger Information

Merisel has filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC") on May 9, 2008, with respect to the foregoing transaction. Investors are urged to read the proxy statement because it contains important information. Investors will be able to obtain a free copy of the proxy statement, without charge, at the SEC's website (http://www.sec.gov). Copies of the proxy statement can also be obtained, without charge, by directing a request to Merisel, Inc., Attention: Chief Financial Officer, 127 West 30th Street, 5th Floor, New York, New York 10001, (212) 594-4800.

About Merisel

Merisel, headquartered in New York, N.Y. is a leading visual communications and brand imaging solutions provider to its clients. Merisel provides a broad portfolio of digital and graphic services to clients in the retail, manufacturing, beverage, cosmetic, advertising, entertainment and consumer packaged goods industries. These solutions are delivered to clients through its portfolio companies: ColorEdge, Crush Creative, Comp 24, It's in the Works, Dennis Curtin Studios, AdProps, and Fuel Digital. Merisel has sales offices in New York City, Atlanta, Los Angeles, Orlando, and Portland, Oregon, and production facilities in New York, New Jersey, Atlanta and Los Angeles to ensure the highest quality solutions and services to its clients. Learn more at www.merisel.com.

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