December 19, 2008 16:00 ET
Zones Shareholders Approve Going-Private Transaction
AUBURN, WA--(Marketwire - December 19, 2008) - Zones, Inc. (NASDAQ: ZONS) announced that its
shareholders, at a special meeting held today, voted to approve the
going-private transaction pursuant to which Zones will become a private
company wholly owned by Firoz Lalji (Zones' Chief Executive Officer,
Chairman of the Board and majority shareholder) and certain of his related
parties. Upon the closing of the transaction, each share of Zones common
stock (other than those held by Mr. Lalji, certain of his related parties
and any dissenting shareholders) will be converted into the right to
receive $7.00 in cash, without interest and less any applicable withholding
taxes.
The transaction is expected to close on December 31, 2008, and remains
subject to the satisfaction of customary closing conditions. Although the
transaction is not subject to a financing condition, there can be no
assurance that the anticipated equity and debt financing necessary to
complete the transaction will be available to fund the merger
consideration. Zones may seek specific performance of the other party's
obligations to pursue financing for the transaction; however, it may be
difficult or impossible to obtain alternative financing on acceptable terms
and conditions.
About Zones, Inc.
Zones, Inc. is a single-source direct marketing reseller of name-brand
information technology products to the small-to-medium-sized business
market, enterprise accounts and public sector accounts. Zones sells these
products through outbound and inbound account executives, a national field
sales force, catalogs and the Internet. Zones offers more than 150,000
products from leading manufacturers including Adobe, Apple, Avaya, Cisco,
HP, IBM, Kingston, Lenovo, Microsoft, NEC, Nortel Networks, Sony, Symantec
and Toshiba.
Incorporated in 1988, Zones, Inc. is headquartered in Auburn, Washington.
Buying information is available at http://www.zones.com, or by calling
800-258-2088. The Company's investor relations information can be accessed
online at www.zones.com/IR.
Forward-Looking Statements
This press release may contain statements that are forward-looking. These
statements are made pursuant to the safe harbor provision of the Private
Securities Litigation Reform Act of 1995. These statements are based on
current expectations that are subject to risks and uncertainties that could
cause actual results to differ materially from historical results or those
anticipated. For example, there can be no assurance that the conditions to
closing specified in the merger agreement will be satisfied. In connection
with the going private transaction, we are subject to several risks,
including (i) if the merger is not consummated, the stock price would
likely retreat from its current trading range; (ii) certain costs relating
to the merger, including legal, accounting and financial advisory fees, are
payable by us whether or not the merger is completed, and these costs will
be substantial and may materially reduce our earnings per share; and (iii)
our management's and our team members' attention will be diverted from our
day-to-day operations, we may experience team member attrition, and our
business, including our vendor and customer relationships, may be disrupted
during the period while the going private transaction remains pending, all
of which risks could increase if the transaction is not consummated; and
other risks and uncertainties detailed in our periodic and current reports
filed with the SEC.