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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
INTER-TEL, INCORPORATED
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Press
release dated April 25, 2006.
FOR IMMEDIATE RELEASE
INTER-TEL RETAINS FINANCIAL ADVISOR UBS INVESTMENT BANK TO
HELP BUILD AND GROW THE COMPANY AND ASSIST IN RESPONDING
TO DISSIDENT SHAREHOLDER ACTIONS OF COMPANYS FORMER CEO
Inter-Tel Advisors to Meet with Representatives of Former CEO
Tempe, AZ, April 25, 2006 Inter-Tel, Incorporated (NASDAQ: INTL) today announced that it has
retained UBS Investment Bank, one of the worlds premier investment banking firms, to work with the
Companys Board of Directors and management team to help build and grow the Company and achieve its
long-term strategic objectives. UBS will also assist the Company in evaluating and responding to
the recent dissident shareholder actions of the Companys former CEO, Steven G. Mihaylo.
The Company noted that a meeting is scheduled later today, April 25, 2006, with representatives of
the former CEO, per his request. However, Inter-Tel does not intend to disclose further details of
these discussions unless required by law.
UBS will assist us in developing ways to build and grow our business and in dealing with the
actions of our former CEO, said Alexander L. Cappello, Inter-Tels Chairman of the Board of
Directors. As Inter-Tel completes its product transition, we believe there is significant value
yet to be unlocked. We are entirely focused on continuing to execute our long-term strategic plan,
including the rollout of our exciting new Inter-Tel 5600 and 7000 communications systems.
Accordingly, we have not asked UBS to actively solicit offers for the Company. Of course, we take
our responsibilities to our shareholders very seriously and are always open to evaluating any
legitimate offer for the Company in accordance with our fiduciary duties.
About Inter-Tel, Incorporated
Inter-Tel (Nasdaq: INTL News) offers value-driven communications products; applications utilizing
networks and server-based communications software; and a wide range of managed services that
include voice and data network design and traffic provisioning, custom application development, and
financial solutions packages. An industry-leading provider focused on the communication needs of
business enterprises, Inter-Tel employs nearly 2,000 communications professionals, and services
business customers through a network of 60 company-owned, direct sales offices and over 350
authorized providers in North America, Europe, Australia and South Africa. More information is
available at www.inter-tel.com.
Additional Information
In connection with its 2006 annual meeting of stockholders, Inter-Tel Incorporated filed a notice
of annual meeting and preliminary proxy statement with the Securities and Exchange Commission
(SEC) with a filing date of April 10, 2006. STOCKHOLDERS OF INTER-TEL ARE URGED TO READ THE
NOTICE OF ANNUAL MEETING AND DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders can obtain free copies of the notice of annual meeting and definitive proxy statement
and other documents when they become available by contacting investor relations at
investorrelations@inter-tel.com, or by mail at Inter-Tel Incorporated Investor Relations, 1615
South 52nd Street, Tempe, Arizona 85281, or by telephone at 1-480-449-8900. In
addition, documents filed with the SEC by Inter-Tel are available free of charge at the SECs
website at www.sec.gov.
Inter-Tel Incorporated and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of Inter-Tel in connection with the 2006 annual
meeting of stockholders. Information regarding the special interests of these directors and
executive officers in the proposed election of directors is included in Inter-Tels notice of
annual meeting and preliminary proxy statement for its 2006 annual meeting as described above.
This document will be available free of charge at the SECs website at www.sec.gov and from
Investor Relations at Inter-Tel as described above.
Safe Harbor
This news release contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements
regarding the long-term strategic objectives of the Company and their achievement, including
growth; that the Company will complete its product transition and in so doing unlock significant
value; that the Inter-Tel 5600 and 7000 will be introduced and will prove to be exciting products;
and whether the scheduled meeting between Company and Mihaylo representatives will occur later
today. Any statements that are not statements of historical fact (including statements containing
the words believes, plans, anticipates, expects, estimates and similar expressions)
should also be considered to be forward-looking statements. Such statements are based on current
assumptions that involve risks and uncertainties that could cause actual outcomes and results to
differ materially from our current expectations. These risks and uncertainties include, but are
not necessarily limited to, whether there are real growth opportunities for the Company and, if so,
whether the Board and management team are able to take advantage of them in the competitive
marketplace; dependence on new product or software development; whether any unexpected issues with
the 5600 and 7000 are discovered during their beta testing; the presence of software bugs in the
5600 and 7000 products; market acceptance of the 5600 and 7000 products and related software; and
whether the planned meeting with Mr. Mihaylos representatives is unexpectedly cancelled or
rescheduled. For a further list and description of such and other risks and uncertainties, please
see the Companys previously filed SEC reports, including the
Companys Annual Report on Form 10-K filed March 16, 2006, Form 10-Q filed on November 9, 2005 and
Current Reports on Form 8-K. Inter-Tel disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Media:
Steve Frankel / Jeremy Jacobs
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Investors:
Alan Miller / Jennifer Shotwell
Innisfree M&A Incorporated
212-750-5833
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