Inter-Tel founder’s bid may be rejected - East Valley Tribune: Business

Inter-Tel founder’s bid may be rejected

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Posted: Wednesday, October 25, 2006 6:15 am | Updated: 3:17 pm, Fri Oct 7, 2011.

A bid by the founder and former chief executive of Inter-Tel to acquire the Tempe-based producer of business communications software appeared to come up short Tuesday, although the official result may not be known for a few days.

According to Inter-Tel’s management, the shareholders’ vote on a resolution by Steven G. Mihaylo that would require the board of directors to sell the company was “extremely close” but appeared to fail, based on a preliminary tally.

Inter-Tel officials said the preliminary count indicated that stockholders other than Mihaylo rejected the resolution by about a 2-1 margin. Mihaylo owns about 20 percent of the company’s common shares.

If it had been approved, the measure would have had the effect of accepting an all-cash bid of $23.25 a share that Mihaylo and Vector Capital Corp. of San Francisco made for the company. They were the only bidders.

All proxy cards and ballots were turned over to the independent inspector of elections, IVS Associates, for final tabulation and certification. The company said it will announce the official results when they are available.

In a statement, Mihaylo agreed the resolution apparently didn’t pass, adding that he was disappointed in the outcome.

“Based on our analysis, we believe that the results were so close that the swing of a single 1-2 percent stockholder might have allowed the resolution to pass,” he said. “Assuming the company confirms the preliminary voting results, we will promptly withdraw our offer to acquire the company.”

Mihaylo said he continues to believe Inter-Tel is headed in the wrong direction and that its results will not justify a stock price above his $23.25 offer in the foreseeable future.

“Nonetheless, we believe our efforts have increased the board’s focus on its obligation to maximize value for all stockholders,” he said.

Inter-Tel managers had strongly opposed the sale, arguing that new products being rolled out by the company before the end of this year will ultimately make the stock more valuable than Mihaylo’s offer.

In the acrimonious atmosphere leading up to the vote, Mihaylo called management’s strategy the “Just Trust Us” plan while management called Mihaylo’s offer a “fire sale” price.

Mihaylo was removed from Inter-Tel’s board of directors and resigned as chief executive in February.

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