FOR: EMERSON RADIO CORP.
9 Entin Road
Parsippany, N.J. 07054-0430
CONTACT: Eugene I. Davis
(201) 428-2000
KCSA INVESTOR Adam I. Friedman/Joseph A. Mansi
CONTACT: (212) 682-6300 ext. 215/205
FOR IMMEDIATE RELEASE
EMERSON RADIO CORP. ANNOUNCES
DECISION OF DELAWARE CHANCERY COURT
Parsippany, N.J., August 21, 1996 -- Emerson Radio Corp. (AMEX: MSN)
announced that the Delaware Chancery Court, late yesterday, denied its
motion for a preliminary injunction as well as a motion for a preliminary
injunction brought on behalf of the stockholders of International Jensen
Incorporated ("Jensen"). This decision was based on an expedited hearing
with a limited record. Both of such motions sought to enjoin the
consummation of Jensen's proposed merger with Recoton Corporation
("Recoton") and the related sale of Jensen's original equipment business to
a corporation wholly-owned by its Chairman and CEO, Robert G. Shaw.
Emerson is working on an appeal of the Court's decision. While the Court
has denied the motions for preliminary injunction, it has not made a final
determination on the merits and the suit remains pending.
Emerson is currently soliciting proxies in opposition to the
Recoton/Shaw transactions and continues to propose alternatives it believes
would offer higher value to Jensen's public stockholders. Prior to
Emerson's attempts to acquire Jensen, Jensen's stockholders were to receive
$8.90 per share in cash and Recoton stock. As a result of Emerson's
involvement, Jensen's public stockholders are to receive at least $11.00
per share in cash, with Emerson still proposing as an alternative a merger
in which Jensen's stockholders would be paid $12.00 per share. Emerson is
seeking the support of these stockholders to oppose the Recoton/Shaw
transactions and to support Emerson's offers.
In addition, Emerson is seeking an injunction in Chicago Federal Court
to enjoin the holding of Jensen's Special Meeting of Stockholders on August
28, 1996, which is being held to vote on the Recoton merger, and to enjoin
the use of proxies by Jensen, which Emerson believes are being obtained in
violation of the federal proxy anti-fraud rules. Emerson is also reviewing
the situation and exploring its other alternatives.
Emerson Radio Corp., founded in 1948, is one of the nation's largest
volume consumer electronics distributors with a recognized trademark in
continuous use since 1912. The Company designs and markets,
internationally, full lines of televisions and other video products,
microwave ovens, audio, car audio, home theater, home and personal security
products and timepieces.
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