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8-K - FORM 8-K - WESCO FINANCIAL CORP | v57193e8vk.htm |
Exhibit 99.1
Contact: Jeffrey L. Jacobson | 626/585-6700 | |
FOR IMMEDIATE RELEASE PASADENA, CALIFORNIA, SEPTEMBER 1, 2010
WESCO FINANCIAL CORPORATION ANNOUNCES FORMATION
OF SPECIAL COMMITTEE OF BOARD OF DIRECTORS
OF SPECIAL COMMITTEE OF BOARD OF DIRECTORS
Wesco Financial Corporation (NYSE Amex: WSC) announced today that its Board of Directors
has received a formal written proposal from Berkshire Hathaway Inc. to acquire the remaining
19.9% of the shares of Wescos common stock that it does not presently own in
exchange for shares of Berkshire Hathaway Class B common stock and/or cash, at the election
of the shareholder. In response, the Board of Directors has formed a special committee of
independent directors (the Special Committee) to evaluate Berkshire Hathaways proposal. The
members of the Special Committee are Carolyn H. Carlburg, Robert T. Flaherty and Elizabeth
Caspers Peters.
There can be no assurance that an agreement on terms satisfactory to the Special Committee
or the Board of Directors will result from the proposal submitted by Berkshire Hathaway or that
any transaction will be completed.
The complete text of the written proposal from Berkshire Hathaway is set forth below:
September 1, 2010
Board of Directors
Wesco Financial Corporation
301 East Colorado Blvd., Suite 300
Pasadena, CA 91101
Wesco Financial Corporation
301 East Colorado Blvd., Suite 300
Pasadena, CA 91101
Dear Board:
As you know, Berkshire and I made a filing with the Securities and Exchange Commission last
week announcing our interest in acquiring the shares of Wesco Financial Corporation that we
dont already own. Im writing you this letter to provide you with a proposal for you to
consider.
1. I want the transaction to be tax-free for any Wesco stockholder who wants it to be.
Thus, each Wesco stockholder would be able to choose between shares of Berkshire Class B common
stock or the equivalent cash value, in whatever proportions they choose, without issuance of
fractional Class B shares.
2. The price per Wesco share would be based on the per share shareholders equity of Wesco
determined reasonably contemporaneous with the closing. Thats what we think of as book value.
To determine shareholders equity we would start with shareholders equity as stated in the
September 30, 2010 Wesco unaudited financial statements (assuming a 2010 closing) and adjust that
based on (i) an estimate of retained earnings from October 1 to the date of the special meeting and
(ii) changes in the fair value of investment securities carried at fair value in Wescos financial
statements as of a date shortly before the special meeting, adjusted to reflect associated changes
in deferred tax liability. Accretion of interest or dividend income would be single-counted in
(i) or (ii), but not in both, in accordance with Wescos normal practices. Per share shareholders
equity would be obtained by dividing shareholders equity by the number of outstanding shares of
Wesco, which we assume will be the 7,119,807 shares outstanding today.
If the transaction is approved, the closing would occur promptly after conclusion of the
special meeting.
The foregoing will determine the cash price per share.
To determine the exchange ratio of Wesco-into-Berkshire Class B stock, we would divide this
cash price per share by the volume weighted average price (VWAP) of Berkshires Class B common
stock over a period ending shortly before the special meeting.
3. Given the various relationships between Berkshire and Wesco, we expect that you will form a
special committee of the Board of Directors to consider this proposal. We will not move forward
with a transaction unless it is approved by the special committee (or by a majority of the
independent directors, if you do not form a special committee).
4. There are a few other conditions to our proposal as well. We will not do a transaction
unless it is approved by a majority of the shares of Wesco voted at the meeting that are not owned
by Berkshire. The transaction is also subject to the approval of Berkshires Board of Directors.
5. We anticipate that the deal would be structured as a merger of Wesco with a direct or
indirect wholly owned subsidiary of Berkshire. We would like to be in a position to close the
merger before the end of this year.
We believe that this proposal is in the best interests of Wesco and its minority stockholders.
Our proposal provides them with the ability to receive shares of Berkshire stock on a tax-free
basis, which will allow them to participate not only in the future of Wesco, but also in the future
of all of Berkshire.
You should be aware that, due to Wescos existing interrelationships with Berkshire,
particularly in reinsurance, Berkshire is not interested in selling its Wesco
shares to a third party. We believe the price we are offering is fair, and consequently have no
interest in effecting a transaction at a higher price. But if the special committee or holders of a
majority of the non-Berkshire-owned shares of Wesco disagree with our evaluation, there will be no
hard feelings on our part. Wesco will continue as an 80.1%-owned subsidiary of Berkshire, and will
operate as it does presently. It will have the same relationships with Berkshire that it enjoys
today, with its present management working to increase its value in a manner that benefits equally
both Berkshire and public shareholders.
The lawyers told me to remind you that this is a non-binding proposal, and that no formal
agreement between us with respect to the proposal will be created until the definitive
documentation has been executed and approved by our respective Boards of Directors. If you have any
questions about the proposal, please dont hesitate to call me.
Sincerely, Warren E. Buffett |
About Wesco
Since 1973, Wesco has been an indirect 80.1% subsidiary of Berkshire Hathaway. Wesco engages
in three principal businesses through its own direct or indirect subsidiaries, including the
insurance business, the furniture rental business and the steel service center business. Wescos
operations also include the management of commercial and residential real estate in downtown
Pasadena, California.
Forward Looking Statements
This press release contains statements that are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are based on current
expectations about future events. These statements are not guarantees of future events and involve
risks, uncertainties and assumptions that are difficult to predict. Therefore, actual events may
differ materially from what is expressed in such forward-looking statements due to numerous
factors. These include the uncertainties set forth in this press release regarding whether an
acquisition of the 19.9% of the shares of Wescos common stock not presently owned by Berkshire
Hathaway will be consummated upon the terms proposed, or at all. Further information and risks
regarding factors that could affect our business, operations, financial results or financial
positions are set forth in our filings with the Securities and Exchange Commission, including, but
not limited to, our Annual Report on Form 10-K for the year ended December 31, 2009 and our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. We want to caution you not to
place undue reliance on any forward-looking statements. We undertake no obligation to publicly
update any forward-looking statements, whether as a result of new information, future events or
otherwise.