Intevac Reaches Settlement Agreement with Voce Capital and Appoints Marc Giles to Board of Directors
Mon, May 12 2014
SANTA CLARA, Calif.--(BUSINESS WIRE)--
Intevac, Inc. (NASDAQ:IVAC) today announced it has reached a settlement
agreement with Voce Capital Management LLC and its affiliates (together
with VCP, “Voce Capital”), a stockholder who had nominated three
directors for election to Intevac’s Board of Directors. Under the
agreement, Intevac has appointed Marc T. Giles to the Board effective
immediately, and Mr. Giles will be included in Intevac’s slate of
director nominees for election at the 2014 Annual Meeting of
Stockholders. With the addition of Mr. Giles, the Board has been
expanded to nine directors, seven of whom are independent.
“We welcome Marc to our Board of Directors, and we look forward to
continuing to execute our strategy and build an ever stronger future for
Intevac,” said Norman Pond, Intevac Founder and Chairman of the Board.
“We have spoken with many of our largest shareholders and have had the
opportunity to interview Marc and learn more about his background and
experience. We expect to benefit from Marc's business acumen and
contributions to our Board as we accelerate growth in each of our
businesses, improve our performance and further streamline our cost
structure to drive shareholder value creation. We look forward to
focusing 100% on the business.”
J. Daniel Plants, Voce Capital’s Managing Partner said: “We believe
appointing a new independent Board member to Intevac will bring
additional perspective and experience to the Company. We look forward to
continuing to work constructively with the Company and the Board to help
enhance value for all stockholders.”
In connection with the agreement, Voce Capital has agreed, among other
things, to vote all of its shares in favor of each of the Board's
nominees at the 2014 Annual Meeting. In addition, Voce Capital has
agreed to other customary standstill provisions and withdrawn its other
nominations. The complete agreement between Intevac and Voce Capital
will be included as an exhibit to a Current Report on Form 8-K, which
will be filed with the Securities and Exchange Commission in the
ordinary course.
Intevac’s 2014 Annual Meeting of Stockholders is expected to be convened
on May 14, 2014 and then adjourned to a later day to allow for updated
proxy solicitation materials to be distributed to stockholders. Intevac
will announce the adjourned meeting date in due course.
Wilson Sonsini Goodrich & Rosati, Professional Corporation is acting as
Intevac’s legal counsel.
If you have any questions, require assistance with voting your shares,
or
need additional copies of the proxy materials, please contact:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
ABOUT MARC T. GILES
Marc T. Giles was the President and Chief Executive Officer of Gerber
Scientific, Inc., a manufacturer that provides software, computerized
manufacturing systems, supplies and services to a wide variety of
industries, from 2001 until February 2012, and provided transitional
executive services to Gerber Scientific through his retirement on
December 31, 2012. Mr. Giles previously served as Senior Vice President
and President of Gerber Technology, Inc., a subsidiary of Gerber
Scientific. Prior to joining Gerber Technology, Mr. Giles served in
several senior positions in business unit management, strategy
development, mergers and acquisitions and sales and marketing management
with FMC Corp., a manufacturer of machinery and chemicals. Mr. Giles has
served as a director of Checkpoint Systems, Inc., a global leader in
merchandise availability solutions for the retail industry, since March
2013, where he also serves as a member of the Audit Committee; Lydall,
Inc., which produces specialty engineered products, since April 2008,
where he also serves as a member of their Compensation Committee and
Corporate Governance Committee; and Gerber Scientific, Inc. since 2001.
ABOUT INTEVAC
Intevac was founded in 1991 and has two businesses: Equipment and
Photonics.
In our Equipment business, we are a leader in the design and development
of high-productivity, thin film processing systems. Our
production-proven platforms are designed for high-volume manufacturing
of substrates with precise thin film properties.
Intevac is the market and technology leader in the hard drive industry,
with our systems processing approximately 60% of all magnetic disk media
produced worldwide. Our high-performance, high-throughput technology
solutions continue to expand into additional markets – including solar
and adjacent thin film deposition applications.
In our Photonics business, we are a recognized leading developer of
advanced high-sensitivity digital sensors, cameras and systems that
primarily serve the defense industry. We are the sole-source provider of
integrated digital imaging systems for most U.S. military night vision
programs.
For more information, call 408.986.9899, or visit www.intevac.com
ABOUT VOCE CAPITAL MANAGEMENT
Voce Capital Management is a governance-focused, value-driven investor.
It is an employee-owned investment manager and the advisor to Voce
Catalyst Partners LP, a private investment partnership. Voce Capital is
headquartered in San Francisco, California.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this letter may constitute “forward
looking statements,” including statements regarding Intevac’s growth,
performance and cost structure initiatives. Stockholders should be aware
that these forward looking statements are subject to a number of risks
and uncertainties, many of which are beyond our control, which could
cause actual results to differ materially from such statements. Certain
risks and uncertainties are disclosed from time to time in our filings
with the Securities and Exchange Commission. Except as required by law,
we undertake no obligation to update or revise any forward looking
statements.
Intevac, Inc.
Jeff Andreson, 408-986-9888
Chief
Financial Officer
or
Claire McAdams, 530-265-9899
Investor
Relations
or
Joele Frank, Wilkinson Brimmer Katcher
Jamie
Moser / Tim Lynch / Alyssa Cass, 212-355-4449
or
Voce
Capital Management
J. Daniel Plants, 415-489-2601
Managing
Partner
Source: Intevac, Inc.
