Intevac Lays Out the Facts Behind the Scenes and Urges Stockholders to Reject Voce Capital’s Unqualified Nominees and Uncertain Plans
Thu, April 24 2014
Vote the WHITE Proxy Card Today “FOR ALL” Intevac Director Nominees
The full text of the
Dear Fellow Intevac Stockholder:
Over the course of the last few weeks, we have stood down from getting
involved with any back-and-forth rhetoric with
We also question how his nominees can possibly be highly ethical
individuals if they are so willing to affiliate themselves with Mr.
Plants. One ran a business that needed Barington Capital’s intervention
to salvage some value for stockholders and the other is a failed hedge
fund executive. Exactly what can they add to
As part of our ongoing Board refreshment process, we have recently
committed to appointing two new qualified independent directors to your
Board within the next 12 months. We believe, and some of our
stockholders concur, that we can do much better and we can find our own
two new Board members, to be interviewed, vetted, and ultimately
appointed through our normal process run by the
We believe stockholders should question how the addition of Voce
Capital’s nominees to your Board would improve the value of your
investment in
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J. Daniel Plants’ history of initiating litigation against his
former employers speaks to his moral character and lack of
reasonability. In 2007, Plants sued his former employer,
ThinkEquity Partners, LLC , for wrongful termination and purposefully introduced into the public record that he was considered a “cancer” to the company, with the apparent motivation of trading the consequent damage to his reputation and public standing in the business community for a monetary wrongful dismissal settlement from ThinkEquity.1 In 2008, Plants filed a second complaint againstCompushare Inc. and ThinkEquity alleging breach of contract and negligence. This case was dismissed with prejudice inMay 2008 . We question how someone with so little regard for his own reputation – and the reputations of his employers – could help improve your company.Voce Capital has only approximately$2.4 million in total funds under management.2 Since 2011, the S&P 500 index has increased nearly 50 percent, yet Mr. Plants’ funds under management have remained stagnant over the same period. Given this track record, we question whetherMr. Plants should be trusted byIntevac stockholders to oversee the allocation of Intevac’s$80 million balance sheet cash and the value of their investment inIntevac .
Mr. Plants has never served on a public company board and has never successfully negotiated the settlement of a proxy contest. With this lack of experience, how does he expect to contribute effectively in your Boardroom? Or any public company boardroom for that matter?
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Joseph V. Lash is a failed hedge fund manager from the now-defunctTontine Associates, LLC . Despite reportedly having$10 billion in assets under management,Tontine Associates was forced to close its doors following several years of dismal performance.3 IfMr. Lash cannot successfully manage his own investment fund, we question whether he should be trusted byIntevac stockholders to oversee the allocation of Intevac’s$80 million balance sheet cash and the value of their investment inIntevac . -
Marc T. Giles’ record as CEO of Gerber Scientific raises
serious questions. When Giles was appointed as President, Chief
Executive Officer and Director of Gerber Scientific on
November 29, 2001 , the stock price was at$11.00 . Under his leadership, over a period of several years, the stock declined by approximately 68 percent to$3.47 per share at market close onAugust 18, 2009 , the day prior to the announcement of a representative ofBarington Capital , an activist hedge fund, joining theGerber Board. Subsequently, Barington advocated thatGerber should evaluate possible divestitures and use proceeds to pay down debt and return capital to stockholders. Ultimately, Gerber’s stock rose significantly and eventually reached$11.01 onAugust 22, 2011 , at which time the company was taken private. Gerber Scientific’s share price increased by just$0.01 during the decade thatMr. Giles was at the helm, and the performance may have been far worse if an activist shareholder had not agitated for changes in the company’s strategy.Intevac stockholders should question whether Mr. Giles’ track record qualifies him to oversee the value of their investment inIntevac .
Finally,
By posing unanswered questions,
PROTECT THE VALUE OF YOUR INVESTMENT IN INTEVAC
VOTE THE WHITE
PROXY CARD TODAY
At Intevac’s 2014 Annual Meeting of Stockholders, you will be asked to
make an important decision regarding your company’s future. We urge you
to protect the value of your investment in
We are confident that we have the right Board, the right management team and the right strategies to continue to drive value for all stockholders. We are committed to:
- Continuing our leadership in the hard drive media market;
- Growing our Photonics business;
- Refining our equipment growth strategy;
- Maintaining a strong financial foundation; and
- Returning capital to our stockholders.
We strongly urge you to protect the value of your investment in
Your vote is extremely important, no matter how many or how few shares
you own. We urge you to vote today by telephone, online, or by signing
and dating the enclosed WHITE proxy card and returning it in the
postage-paid envelope provided. Please do not return or otherwise vote
any GOLD proxy card sent to you by
On behalf of your Board, we thank you for your continued support of
Sincerely,
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Founder and Chairman of the Board |
President and Chief Executive Officer |
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FORWARD-LOOKING STATEMENTS
Certain statements contained in this letter may constitute “forward
looking statements,” including statements regarding Intevac’s strategy,
growth in its businesses, business trends and opportunities, board
development and capital management 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
ABOUT
In our Equipment business, we are a leader in the design, development and manufacturing of high-productivity process equipment solutions. Our systems are production-proven for high-volume manufacturing of substrates with precise thin film properties, such as those required in the hard drive and solar cell markets we currently serve.
In the hard drive industry, our 200 Lean® systems process approximately 60% of all magnetic disk media produced worldwide. In the solar cell manufacturing industry, our high-throughput thin film process equipment enables increased conversion efficiency of silicon solar cells while also reducing manufacturing costs.
In our Photonics business, we are a leader in the development and manufacture of leading-edge, high-sensitivity imaging products and vision systems. Our products primarily address the defense markets.
For more information call 408-986-9888, or visit the company's website at www.intevac.com.
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3 CNN Money, “Star hedge fund crashes to earth,” |
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