CARMEL, IND., March 13 /CNW/ - ADESA, Inc. (NYSE: KAR), North America's
largest publicly traded provider of wholesale vehicle auctions and used
vehicle dealer floorplan financing, today announced that Glass, Lewis & Co.
("Glass Lewis"), a leading independent voting advisory service, recommends
ADESA stockholders vote "FOR" the company's proposed merger with KAR
Acquisition, Inc. at the March 28, 2007 Special Meeting of Stockholders. The
Company expects to close the transaction in late April following the approval
of stockholders at the Special Meeting.
In recommending that ADESA stockholders vote "FOR" the proposed
acquisition, Glass Lewis stated:
"(W)e believe the proposed consideration offers a financially reasonable
valuation and there are no significant conflicts of interest that would cause
us to challenge the agreement. Given the rigorous sale process and the
unanimous support of the board, we believe the proposed transaction is in the
interests of shareholders. Accordingly, we recommend that shareholders vote
FOR the proposal."(a)
The Glass Lewis report also stated:
"We commend the Board's decision to conduct a competitive sales process
where ADESA contacted over 20 strategic and financial buyers to solicit
interest in a possible transaction. In our opinion, when a company pursues an
open sale process with multiple parties, the company can ensure, all things
being equal, the highest possible value for shareholders.
"Financially, we believe shareholders are receiving a fair consideration.
The proposed consideration offers a price that represents an all-time high to
the Company's stock price (prior to the transaction's announcement date)."(a)
Glass Lewis' analyses are relied upon by hundreds of major institutional
investment funds, mutual funds, pension plans and other fiduciaries.
"We are pleased that Glass Lewis has recommended that ADESA stockholders
vote FOR our proposed merger." said ADESA, Inc. Chairman and CEO David
Gartzke. "Our Board of Directors firmly believes that this transaction is in
the best interests of all ADESA's stockholders, employees and customers. We
urge all stockholders to vote FOR the proposed transaction and we look forward
to completing the transaction quickly."
As previously announced on December 22, 2006, ADESA entered into a
definitive merger agreement under which KAR Acquisition, Inc., an indirect
subsidiary of KAR Holdings II, LLC, an entity controlled by a group of private
equity funds consisting of Kelso & Company, GS Capital Partners VI, L.P., an
affiliate of Goldman Sachs & Co., ValueAct Capital Master Fund, L.P. and
Parthenon Investors II, L.P. (collectively, the "Equity Sponsors") will
acquire all of the outstanding common stock of ADESA for $27.85 per share in
ADESA's Board of Directors unanimously (excluding the recused directors
Messrs. Gartzke and Sales) approved the proposed merger and recommends that
all ADESA stockholders vote "FOR" the adoption and approval of the merger
agreement and the merger. The adoption and approval of the merger agreement
and the merger require the affirmative vote of the holders of a majority of
the outstanding shares of ADESA's common stock entitled to vote on the record
The Special Meeting of ADESA stockholders to consider and vote upon the
proposed merger has been scheduled for March 28, 2007 at 10:00 am local time
at ADESA's executive offices located at 13085 Hamilton Crossing Blvd., Carmel,
Indiana 46032. ADESA stockholders of record as of the close of business on
February 12, 2007 will be entitled to vote at the special meeting.
Stockholders are encouraged to read ADESA's definitive proxy materials in
their entirety as they provide, among other things, a detailed discussion of
the process that led to the proposed merger and the reasons behind the Board
of Directors' recommendation that stockholders vote "FOR" the approval and
adoption of the merger agreement and the merger.
The vote of ADESA stockholders is very important regardless of the number
of shares of common stock they own. Failure to vote has the same effect as a
vote against the merger. Stockholders are urged to complete, sign and date the
proxy card and return it in the prepaid and addressed envelope as soon as
Stockholders who have questions about the proposed merger, need
assistance in submitting their proxy or voting their shares should contact
ADESA's proxy solicitor, Georgeson Inc., 17 State Street, New York, New York
10004; banks and brokers can call: (212) 440-9800 and the toll-free number
(for Georgeson) at (866) 425-8154.
(a) Permission to use quotations from the Glass Lewis report was neither
sought nor obtained.
About ADESA, Inc.
Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) is North
America's largest publicly traded provider of wholesale vehicle auctions and
used vehicle dealer floorplan financing. The company's operations span North
America with 54 ADESA used vehicle auction sites, 42 Impact salvage vehicle
auction sites and 85 AFC loan production offices. For further information on
ADESA, Inc., visit ADESA's Web site at http://www.adesainc.com.
For further information:
For further information: ADESA Analyst Contact Jonathan Peisner,
317-249-4390 email@example.com or ADESA Media Contact Julie Vincent,