CARMEL, IN – ADESA, Inc. has filed with the Securities and Exchange Commission the definitive proxy materials in connection with the merger agreement ADESA entered into with a group of private equity funds.
As previously announced Dec. 22, 2006, ADESA entered into a definitive merger agreement under which affiliates of Kelso & Company, GS Capital Partners, ValueAct Capital, and Parthenon Capital will acquire all of the outstanding common stock of ADESA for $27.85 per share in cash.
A special meeting of ADESA stockholders to consider and vote upon the proposed merger has been scheduled for March 28, 2007 at 10 a.m. Central time at ADESA's executive offices located at 13085 Hamilton Crossing Blvd., Carmel, Ind., 46032. ADESA stockholders of record as of the close of business on Feb. 12, 2007, will be entitled to vote at the special meeting.
ADESA's Board of Directors unanimously 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 date.
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.
Stockholders who fail to return their proxy cards, attend the special meeting and vote in person, or fail to register their vote by telephone or Internet, the effect will be that their shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, the failure to vote will have the same legal effect as a vote against the adoption and approval of the merger agreement and the merger.
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 St., New York, N.Y. 10004; banks and brokers can call: (212) 440-9800 and the toll-free number at (866) 425-8154.