Glass Lewis & Institutional Shareholder Services Recommend ADESA Stockholders Vote for Proposed Merger
– ADESA, Inc. has announced that Glass, Lewis & Co., an independent voting advisory service, recommends ADESA stockholders vote for the company’s proposed merger with KAR Acquisition, Inc., at the Mar. 28 Special Meeting of Stockholders. The company expects to close the transaction in late-April following the approval of stockholders at the Special Meeting.Institutional Shareholder Services (ISS) also recommends that ADESA stockholders vote for the company’s proposed merger with KAR Acquisition, Inc. at the Special Meeting of Stockholders. The company expects to close the transaction in late April following the approval of stockholders at the Special Meeting. ISS is an independent U.S. proxy advisory firm for institutional investment funds, mutual funds, and fiduciaries throughout the United States.ADESA entered into a definitive merger agreement under which KAR Acquisition, Inc., an indirect subsidiary of KAR Holdings II, LLC, an entity controlled by a group of private equity funds consisting of Kelso & Company, GS Capital Partners VI, L.P., an affiliate of Goldman Sachs & Co., ValueAct Capital Master Fund, L.P. and Parthenon Investors II, L.P. (collectively, the “Equity Sponsors”), will acquire all of the outstanding common stock of ADESA for $27.85 per share in cash.ADESA’s Board of Directors unanimously (excluding directors Messrs. Gartzke and Sales) approved the proposed merger and recommends that all ADESA stockholders vote for the adoption and approval of the merger agreement and the merger. The adoption and approval of the merger agreement and the merger require the affirmative vote of the holders of a majority of the outstanding shares of ADESA’s common stock entitled to vote on the record date.ADESA, Inc. has also filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2006, with the Securities and Exchange Commission.