Voce Capital: Intevac Blatantly Misleads Shareholders Once Again Regarding Voce’s Attempts to Resolve Proxy Contest
Mon, May 5 2014
Voce initiated settlement negotiations, not Intevac; Voce sent
Intevac executed settlement agreement
Voce reminds shareholders that both ISS and Glass Lewis support
Voce’s calls for change
SAN FRANCISCO--(BUSINESS WIRE)--
Voce Capital Management LLC (“Voce”) responded today to the latest false
and misleading press release from Intevac, Inc. (“Intevac” or the
“Company”) (Nasdaq:IVAC), which distorts reality by misstating and
omitting several material facts regarding Voce’s latest effort to
amicably resolve the proxy contest with Intevac. Voce also today
clarifies the facts regarding these matters so that shareholders can
judge for themselves whom to trust.
The facts are as follows:
-
Voce, not Intevac, initiated the settlement negotiations Friday, May
2, 2014 by J. Daniel Plants, Voce’s Managing Partner, phoning Norman
Pond, Intevac’s Chairman, and offering to resolve the dispute if
Intevac would place Marc T. Giles on the Board;
-
Voce asked Mr. Pond if that solution would be acceptable to Intevac’s
Board, given that Intevac had previously agreed to do so and that both
ISS and Glass Lewis had supported Mr. Giles’ appointment, to which Mr.
Pond agreed and stated he would take it to the Board for approval and
wouldn’t be doing so unless he believed they would accept it;
-
Mr. Pond requested that Voce place its offer in writing, which Voce
immediately did;
-
Unfortunately, Intevac’s advisor again overaggresively inserted itself
into the discussion, which was taking place exclusively between the
principals, and began posturing to reject Voce’s proposal, which
Intevac subsequently did;
-
In an effort to move the discussion forward, Voce then executed and
delivered to Intevac the same settlement agreement that Intevac
entered into in its December 2013 settlement with Mr. Drapkin in
December, and sent a marked document showing the few conforming
changes that were made;
-
As is customary in such settlement agreements, Voce included the
provision from Mr. Drapkin’s settlement agreement regarding
reimbursement for “documented out-of-pocket expenses”, in an amount
consistent with the disclosure in Voce’s proxy statement – which
Intevac disingenuously described as a demand for “financial
compensation”; and
-
Voce agreed to Intevac’s request for confidentiality while the parties
worked toward resolution and Voce once again agreed to make Mr. Giles
available for an interview, yet Intevac never even asked to meet him.
J. Daniel Plants, Voce’s Managing Partner said, “Intevac’s Board has
consistently deceived shareholders throughout this process about our
intentions and about the course of dealing between the parties. Intevac
misled shareholders last fall about our role in securing the initial
capital return and the circumstances under which they appointed a new
director, both in reaction to our efforts. Intevac distorted our policy
positions – falsely claiming, for example, that we sought to liquidate
the company. As Glass Lewis found, ‘while the board claims that the
Dissident is trying to get the Company to go through with a fire-sale
liquidation process, we have found no statements from the Dissident
suggesting this claim to be true.’”
Mr. Plants continued: “Intevac has repeatedly misled shareholders about
the settlement negotiations, asserting last time that the discussions
failed over ‘interviewing’ candidates when that was not true, and
claiming now that ‘attempts to reach deal with Voce rejected’ and
‘settlement discussions contingent upon Voce’s Capital’s unreasonable
demands’ when in reality we approached them
and offered in writing to accept the
appointment of only one director on customary
terms that Intevac has recently accepted in settling with Mr. Drapkin.
Yet Intevac rejected it with the ludicrous suggestion that it would ask
a recruiting firm to consider Mr. Giles in the future as part of a broad
search for new directors – making no commitment whatsoever to even
appoint a new director, let alone Mr. Giles.”
Mr. Plants concluded: “Both advisory services have supported our calls
for change at Intevac, and each has recommended that at least one of our
nominees be elected. Yet Intevac is so adamant that no outsider be
permitted to join the Board that shareholders should ask, ‘After
Intevac’s terrible Q1 results, and dramatically lowered outlook, are
there still more problems at Intevac that the Board does not want
shareholders to discover? If Intevac’s Board is this entrenched, is
adding only one outsider enough?’”
ISS and Glass Lewis specifically recommended that shareholders vote on
the GOLD proxy card and that they
not vote on the management card. Voce continues to urge shareholders to
support its three highly-qualified, independent nominees by voting the GOLD
proxy card.
About Voce Capital Management
Voce Capital Management LLC is an employee-owned investment manager and
the advisor to Voce Catalyst Partners LP, a private investment
partnership.
ON APRIL 10, 2014, THE PARTICIPANTS FILED A DEFINITIVE PROXY
STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY VOCE CAPITAL MANAGEMENT LLC
AND THEIR AFFILIATES FROM THE STOCKHOLDERS OF INTEVAC, INC. FOR USE AT
ITS ANNUAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. THE
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY IS AVAILABLE TO
STOCKHOLDERS OF INTEVAC, INC. FROM THE PARTICIPANTS AT NO CHARGE AT HTTPS://WWW.PROXY-DIRECT.COM/VCM-25585
AND BY REQUEST, AND IS ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV.
THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WERE DISSEMINATED TO
SECURITY HOLDERS ON OR ABOUT APRIL 14, 2014.
IF YOU HAVE ANY QUESTIONS ABOUT EXECUTING OR DELIVERING YOUR GOLD
PROXY CARD, NEED ADDITIONAL COPIES OF VOCE’S PROXY MATERIALS, OR
OTHERWISE REQUIRE ASSISTANCE, PLEASE CONTACT:
|
|
|
Georgeson
480 Washington Blvd, 26th Floor
Jersey City, NJ 07310
(Toll Free) (800) 314-4549
|
Voce’s Proxy Statement and GOLD Proxy
Card are Available at:
https://www.proxy-direct.com/vcm-25585
Voce Capital Management
J. Daniel Plants, Managing Partner,
415-489-2601
or
Georgeson, Inc.
David Drake, President,
212-440-9861
Source: Voce Capital Management LLC
