LETTERHEAD OF O’MELVENY & MYERS LLP
Exhibit 7.1
LETTERHEAD OF O’MELVENY & XXXXX LLP
May 8, 2008
VIA FACSIMILE (000) 000-0000
& FIRST CLASS MAIL
Xxxxxxx X. Xxxxxx, Esq.
Xxxx, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
New York, New York 10153
Re: | March 28, 2008 Agreement and Plan of Merger by and among Xxxxxxx, |
Inc., TU Holdings, Inc. and TU Merger, Inc.
Dear Xxxx:
I have reviewed your May 7, 2008 letter concerning Xxxxxxx’s intended disclosure that ACAS currently does not intend to close its merger with Merisel “in light of ACAS’ view of the performance of Xxxxxxx’s business during the first quarter of 2008.” As ACAS representatives told Xxxxxxx’s advisors on May 4, the issues concerning Xxxxxxx’s deteriorating performance stem from more than Xxxxxxx’s materially deteriorated first quarter performance (which Xxxxxxx disclosed only after the merger agreement’s execution). Among other things, ACAS’s concerns also rest on information received from Merisel management during meetings at Merisel on April 22–24 concerning Xxxxxxx’s financial performance and outlook going forward. All of this information appears to be inconsistent with Xxxxxxx’s merger agreement representations and other conditions to closing.
ACAS remains interested in acquiring Merisel and fully intends to comply with its merger agreement obligations. Several closing conditions remain unsatisfied at this time, however, and based on the limited information currently available to ACAS, it is not currently prepared to close the transaction at $5.75 per share. Accordingly, the alternatives as ACAS sees them at this time are (i) renegotiating the transaction price in view of the information available today, (ii) mutually agreeing to terminate the merger agreement, or (iii) waiting to see if the closing conditions are all satisfied by the outside date. Please call me if you have any questions or would like to discuss the matter further.
Very truly yours, |
/s/ Xxxxxxx X. Xxxxx, Xx. |
cc: | Merisel, Inc. |
000 Xxxx 00xx Xxxxxx, 5th Floor
New York, New York 10001
Attn: Xx. Xxxxxx X. Xxxx
Fax: (000) 000-0000