Intevac Issues Open Letter to Stockholders
Fri, April 25 2014
Vote the WHITE Proxy Card Today “FOR ALL” Intevac Director Nominees
SANTA CLARA, Calif.--(BUSINESS WIRE)--
Intevac, Inc. (NASDAQ:IVAC) today issued an open letter to Intevac
stockholders regarding its 2014 Annual Meeting of Stockholders to be
held on Wednesday, May 14, 2014. An activist hedge fund, Voce Catalyst
Partners LP (“VCP”), which is affiliated with Voce Capital LLC and Voce
Capital Management LLC (collectively with VCP, “Voce Capital”), has
disclosed an ownership of about half of a percent (~0.5%) of Intevac’s
outstanding common stock. Voce Capital is trying to oust three
experienced and integral members of Intevac’s Board and replace them
with Voce Capital nominees.
The full text of the Intevac letter follows:
April 25, 2014
Dear Fellow Intevac Stockholder:
As many of you know, we have been traveling this week and meeting with a
number of our stockholders. We appreciate all of your input and
commentary, as well as the opportunity to discuss with you our vision
for Intevac’s future. We want to share with all of our stockholders the
key points that we have made over the course of the week.
As a matter of historical perspective, the Board recognizes that Intevac
should have exited certain markets and products earlier than we did.
Also, we could have, and arguably should have, acted quicker to curtail
cash burn and to change the CEO. With that said, we are confident that
Intevac is now on course for significant stockholder value creation.
We have a new CEO, Wendell Blonigan, who has been in place for nine
months. He is a talented engineer in his own right, and also is able to
engage with Intevac’s as well as our customers’ engineers at a detailed
level. He has also twice successfully implemented turning around
unprofitable businesses. This combination of skills makes Mr. Blonigan
the perfect leader for Intevac at a critical inflection point for our
company and our businesses. In his first six months on the job, his
priority was to work with the Board to carefully evaluate every aspect
of Intevac’s businesses, including its product portfolio and the steps
required to capitalize on attractive market opportunities. He has
identified financial and operational milestones for each product, and if
these milestones are not reached, he is prepared to make tough decisions
and, if necessary, discontinue product lines. Mr. Blonigan has already
done exactly that with the Solar etch product, which did not meet
expectations and was discontinued in the first quarter of 2014. Since
Mr. Blonigan’s appointment, Intevac’s share price has increased by
approximately 40%.
Your Board has also made a number of changes to its composition and will
continue to do so. Our focus on Board refreshment is evident in the
appointments of four new directors in the last four years.
Most recently, in December 2013, we added Matthew Drapkin to our Board.
Mr. Drapkin is a founding partner of Becker Drapkin Management L.P.,
which owns approximately 4.5% of Intevac’s outstanding common stock and
is one of Intevac’s largest stockholders. Mr. Drapkin brings a
tremendous amount of experience helping companies in precisely the same
position as Intevac navigate transition periods and emerge as stronger,
more profitable and sustainable business. Additionally, we committed to
appointing two new independent directors with expertise in defense and
data storage, two areas where we see growth potential leveraging our
core competencies. As a member of the Nominating and Governance
Committee, Mr. Drapkin will play an active role in helping identify
talented individuals to serve on Intevac’s Board.
Mr. Drapkin shared his impressions of the Intevac and its leadership:
“I joined the Intevac Board because I believe there is tremendous
upside potential in the Company’s equipment and photonics businesses.
Intevac has a new CEO who is already implementing important changes to
drive profitability and growth. In my five months on the Board, I have
found Intevac’s directors to be highly qualified, knowledgeable and
engaged. As a sophisticated investor who regularly evaluates companies’
capital allocation practices, balance sheet optimization and corporate
strategy, I am confident that, under this Board’s oversight, Intevac is
well positioned for long-term success and stockholder value creation. I
look forward to working with my fellow directors to help identify two
additional independent directors to help lead Intevac forward.”
PROTECT THE VALUE OF YOUR INVESTMENT IN INTEVAC
VOTE THE WHITE
PROXY CARD TODAY
We believe that the nominees proposed by Voce Capital offer nothing that
is not already present on Intevac’s Board. In fact, we believe that Voce
Capital’s nominees would undermine the effectiveness of the Board.
At Intevac’s 2014 Annual Meeting of Stockholders, you will be asked to
make an important decision regarding your company’s future. We strongly
urge you to protect the value of your investment in Intevac by voting
the WHITE proxy card today FOR Intevac’s eight highly qualified and
experienced director nominees: Norman H. Pond, Wendell T. Blonigan,
Matthew A. Drapkin, David S. Dury, Stanley J. Hill, Thomas M. Rohrs,
John F. Schaefer and Ping Yang.
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,
dating and returning the WHITE proxy card. Please do not return
or otherwise vote any GOLD proxy card sent to you by Voce Capital.
On behalf of your Board, we thank you for your continued support of
Intevac.
Sincerely,
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/s/ Norman H. Pond
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/s/ Wendell T. Blonigan
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Norman H. Pond
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Wendell T. Blonigan
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Founder and Chairman of the Board
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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,
momentum, pipeline, growth in its businesses, business trends and
opportunities, stockholder value creation, 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
Securities and Exchange Commission. Except as required by law, we
undertake no obligation to update or revise any forward looking
statements.
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
INTEVAC, INC.
Jeff Andreson, 408-986-9888
Chief
Financial Officer
or
Claire McAdams, 530-265-9899
Investor
Relations
or
Joele Frank, Wilkinson Brimmer Katcher
Tim
Lynch / Jamie Moser / Alyssa Cass, 212-355-4449
Source: Intevac, Inc.
