ISS Report Notes That Proposed Merger Offers 'Fair Price with Certainty
CARMEL, IND., March 15 /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 Institutional
Shareholder Services (ISS) recommends that 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.
ISS is a leading independent U.S. proxy advisory firm and its voting
analyses and recommendations are relied upon by hundreds of major
institutional investment funds, mutual funds and fiduciaries throughout the
country. The ISS recommendation follows the recommendation of Glass, Lewis &
Co., another independent voting advisory service, which also recommends that
ADESA stockholders vote "FOR" the proposed merger.
In recommending that ADESA stockholders vote "FOR" the proposed
acquisition, ISS stated:
"Based on our review of the terms of the transaction . . . the
strategic rationale, the process undertaken and the favorable
transaction comparison, we believe that the merger agreement
warrants shareholder support."(a)
"We are pleased to have the support of both ISS and Glass Lewis," said
ADESA, Inc. Chairman and CEO David Gartzke. "Both of these leading proxy
advisory firms recognized the thorough process that ADESA conducted and the
premium value that the transaction will provide for our stockholders. The
March 28, 2007 Special Meeting of Stockholders is rapidly approaching. On
behalf of the entire Board of Directors of ADESA, I urge all ADESA
stockholders to vote FOR the proposed merger."
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. will acquire all of the outstanding common stock
of ADESA for $27.85 per share in cash.
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 ISS report was neither sought
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 firstname.lastname@example.org or ADESA Media Contact Julie Vincent,