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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
PULSE ELECTRONICS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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MOTIVATED
TO MAXIMIZE
SHAREHOLDER
VALUE
A Candid Q&A with Ralph Faison
Chairman, President and Chief Executive Officer
While execution of
the plan will take time,
were working quickly
and diligently, and
we hold ourselves
accountable for
its success. We are
excited about the
future of the company.
Ralph Faison
Chairman, President and Chief Executive Officer
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A CANDID Q&A WITH RALPH FAISON Chairman, President and Chief Executive Officer of Pulse Electronics |
WHAT IS YOUR BACKGROUND?
My entire career has been focused in technology and communications industries in which I have
always been passionate. Most recently, I served as President, CEO and a Director of Andrew
Corporation, which was a publicly traded manufacturer of communication equipment and systems.
Andrew was a larger company than Pulse, but like Pulse it had a great business and tremendous
potential, and I focused on helping it grow organically. My team and I successfully designed and
executed a growth plan, and we increased revenues from $865 million to nearly $2.2 billion over a
five year period. The value we created led to Andrews acquisition by CommScope in December 2007 at
a significant premium. Before Andrew, I was President and CEO of Celiant Corporation, a
manufacturer of power amplifiers and wireless radio frequency systems. Earlier in my career, I held
various leadership positions at Lucent Technologies and AT&T. Today I also am a member of the board
of directors of NETGEAR, Inc. and BLINQ Networks, both technology companies.
WHY DID YOU DECIDE TO JOIN PULSE?
I am familiar with Pulse products and have a lot of respect for the company. It has great core
technologies, really strong engineering and manufacturing expertise, and its products are in nearly
every kind of electronic component from wireless routers to smartphones thanks to strong
partnerships with customers. Pulse has had some challenges in recent years, but frankly, I like
challenges and helping companies overcome them. I actually saw Pulses challenges as an
opportunity. Weve developed and are executing a well-designed plan to build on Pulses strengths
and increase its revenue and profitability.
WHAT IS YOUR PLAN FOR PULSE?
The plan were executing is pretty straight-forward. It focuses on a few important actions: 1.
improve the wireless business, which hasnt been performing to its potential, 2. lower operating
expenses, which were just too high and making it hard to grow profits, 3. take advantage of ways to
lower manufacturing costs while maintaining our high quality, 4. install a enterprise resource
planning system, which is a fancy way of saying software
that helps our company be more efficient in a lot of areas, and 5. keep developing the kind of
breakthrough products that have made Pulse a favorite among OEMs. These are achievable
improvements, and we are making solid progress already. By doing them right we expect to grow sales
and profits, which means more value for shareholders. While execution of the plan will take time,
were working quickly and diligently, and we hold ourselves accountable for its success. We are
excited about the future of the company.
WHAT IS YOUR COMPETITOR, BEL FUSE, TRYING TO DO?
In late February 2011, Bel Fuse, a direct competitor to Pulse, announced an unsolicited
proposal to buy Pulse for $6.00 per share. The Pulse Board thoroughly reviewed Bel Fuses proposal,
as it is supposed to do. I personally spoke with Bel Fuses CEO as part of that process. The Board
unanimously decided to reject the proposal. The proposal had a lot of problems, including the fact
that it was highly uncertain. Bel Fuse had no commitments from anyone to finance it, no details of
how much cash and stock they were offering, and the Bel Fuse stock they were offering has no voting
rights. We all also strongly believe that it doesnt reflect the actions were taking to improve
shareholder value here. Now Bel Fuse has decided to nominate handpicked individuals to the Pulse
Board of Directors. Since they are a competitor, Bel Fuse can see where we are headed and that
were making progress on our plan. We think their proposal and related Board nominations are an
attempt to take for themselves the value of Pulse that belongs to all shareholders. Were urging
shareholders to vote for our nominees on the WHITE proxy card so we can continue to execute our
plan and stay focused on enhancing value here at Pulse.
WHAT DO YOU THINK ABOUT BEL FUSES CRITICISMS OF PULSE?
Like any company, Pulse doesnt have a perfect record and there have been some missteps.
However, what Bel Fuse doesnt acknowledge is that there is a new team at Pulse, and a new and much
different era is underway. I joined four months ago and am determined to make positive changes
throughout the business; we hired a new, highly experienced Chief Information Officer (an important
position at any tech company); we began refreshing our Board in 2010 with the departure of three
long-time directors, and another is not being nominated for reelection this year; we eliminated old
anti-takeover provisions from the Companys governance rules; and were executing our comprehensive
growth plan aimed at growing the company and increasing profitability. We think Bel Fuse recognizes
the changes that are underfoot, which is why theyre trying to capture the future value for
themselves.
WHO ARE PULSES NOMINEES TO THE BOARD?
We are nominating three new candidates to our Board and three existing directors, including me.
I encourage shareholders to read the proxy statement we sent and check the materials on our website
to read more about each person. The three new people bring
a lot of important experience, and I believe the three of us nominees who are currently on the
Board are contributing significant value to the company. If we are all elected, seven out of the
eight directors would be independent (meaning they are not employees of the company and have no
business dealings with the company). Also, five of eight would have joined the Board in just the
last three years, so we will have a lot of fresh perspectives. I have complete confidence in our
Board and nominees, and know that we are committed to acting in the best interests of all Pulse
shareholders.
WHAT IS THE HARM IN HAVING BEL FUSE REPRESENTATIVES ON THE BOARD?
As I said, we believe Bel Fuse is nominating candidates to Pulses Board for one reason only:
to advance its unsolicited, opportunistic and uncertain proposal. Another important factor to
consider is that Bel Fuse is a direct competitor of Pulse. Given Board members have access to a
companys proprietary intellectual property and most confidential competitive information, it is
highly unusual for a company to have directors on its Board who were nominated by a direct
competitor. This is especially true in an extremely competitive technology sector like ours. In our
business, intellectual property is the lifeblood of our success, and sensitive information like our
trade secrets is discussed openly among our Board members. Given this, I believe there are serious
and unnecessary risks in having representatives hand-picked by Bel Fuse on our Board.
ARE YOU OPPOSED TO SELLING PULSE AT ANY PRICE?
No. We are not opposed to industry consolidation, and were always open to opportunities that
are in the best interest of all Pulse shareholders. We carefully review any proposal that we get,
and we are always focused on the question... is this in the best interests of shareholders? We feel
strongly that the answer is No to Bel Fuses uncertain and opportunistic proposal. We have no
doubt that Pulse shareholders not Bel Fuse should reap the benefits of our bright future. All
of us are highly motivated to maximize shareholder value.
HOW DO I VOTE?
There are a few ways to vote if you want to support Pulse. First, you will need the enclosed
WHITE proxy card. Weve sent you a few of these cards. You can use any one of them. Youll see on
the WHITE card instructions for how to vote in three different ways. You can pick to vote by
telephone, Internet, or by mail. Under no circumstances should you use Bel Fuses gold card. You
can put it in the recycling bin. Thank you.
VOTE THE WHITE
CARD FOR ALL OF
PULSES DIRECTOR
NOMINEES TODAY.
If you have questions about how to vote your shares on the
WHITE proxy card, or need additional assistance, please
contact the firm assisting us in the solicitation of proxies:
Innisfree M&A Incorporated
Stockholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833
SAFE HARBOR
This document contains statements that are forward-looking within the meaning of the Private Securities Litigation
Reform Act of 1995 and involve a number of risks and uncertainties. These forward-looking statements are based on
the Companys current information and expectations. There can be no assurance the forward-looking statements will be
achieved. Actual results may differ materially due to the risk
factors listed from time to time in the Companys SEC reports
including, but not limited to, those discussed in the Companys Form 10-K for the year ended December 31, 2010 in Item
1a under the caption Factors That May Affect Our Future Results
(Cautionary Statements for Purposes of the Safe
Harbor Provisions of the Private Securities Litigation Reform Act of 1995). All such risk factors are incorporated herein
by reference as though set forth in full. The Company undertakes no obligation to update any forward looking statement.