Mails Letter to Shareholders
As noted in the letter to shareholders, the CTO Board of Directors unanimously recommends that shareholders follow the recommendations of leading independent proxy advisory firms
All materials regarding the Board’s recommendation for the Annual Meeting can be found at www.VoteCTO.com.
The full text of the letter follows:
Dear Fellow Shareholder:
The CTO 2017 Annual Meeting of Shareholders is quickly approaching. Over the last several weeks, we have detailed how CTO has the right Board of Directors, the right management team and the right plan in place to continue maximizing value for ALL shareholders. Meanwhile, Wintergreen Advisers (“Wintergreen”) is attempting to take control of your Board and putting the value of your investment in CTO at risk by asking you to vote for its four nominees who have NO relevant real estate experience and NO credible plan.
ISS AND GLASS LEWIS RECOMMEND CTO SHAREHOLDERS VOTE FOR ALL SEVEN CTO DIRECTOR NOMINEES
By now you may be looking for an objective opinion to make a determination on how to vote your shares. We are pleased to report that the two leading independent proxy advisory firms,
ISS recognized CTO’s strong financial performance and successful monetization strategy, stating:
- “Under the leadership of the current CEO, the company certainly has posted evidence of outperformance relative to relevant benchmarks. Momentum behind gains in TSR and operating metrics point to a potential sea change for CTO – particularly salient given the company’s size and competitive position within the sector.”
- “Under the current leadership, ongoing monetization of the company’s undeveloped land bank – deals which in many cases are years in the making – has accelerated alongside expansion of the income portfolio. In short, a measured approach to asset swapping seems to be paying off for the company and shareholders, and seems promising going forward to the extent that CTO can direct the momentum of its recent successes to beget further success.”
Glass Lewis also noted: “Upon full review, we believe the Dissident has failed to make a compelling case for the majority representation it seeks on the CTO board, nor has it nominated any individual director candidates whose minority presence on the board would be justified or likely to result in a superior outcome for other CTO shareholders, from either a valuation or governance perspective.”
These independent, third-party recommendations support our belief that CTO has the right Board in place to oversee the continued execution of CTO’s successful strategy.
VOTING “FOR” THE COMPANY’S NOMINEES IS VOTING “FOR” SHAREHOLDER VALUE CREATION
By voting “FOR” all seven of the Company’s nominees, you are supporting the current Board and management team, who are…
- Delivering outstanding total shareholder returns. Since the appointment of
John Albrightas CEO in August 2011through the end of 2016, compounded total shareholder returns have been approximately 12% annually, outperforming the Russell 2000 and the MSCI REIT indices;
- Successfully executing the Company’s business plan of profitably and prudently monetizing land holdings and reinvesting the proceeds into income producing properties, on a tax deferred basis, which is the best path forward to narrow the discount of our stock price to net asset value;
- Generating strong free cash flow for the Company by growing the income property portfolio to 34 properties with over
$20 millionin net operating income and that is a portfolio considered by FBR & Co., in their initiation of research coverage, as favorable to our REIT peers; and
- Enhancing corporate governance and bringing fresh, independent perspectives to the Board, with the recent addition of two highly experienced real estate industry executives, ensuring that the Board is always acting in the best interests of our shareholders.
In stark contrast, Wintergreen has offered no credible plan, and its unqualified, inexperienced and conflicted nominees seek to…
- Effectively take control of the Company without paying a premium in order to pursue a self-serving sale or liquidation of the Company to satisfy the Wintergreen Fund’s need for liquidity;
- Derail management’s proven business strategy that is delivering strong financial and operational results; and
- Potentially destroy shareholder value by replacing the Company’s highly qualified nominees with board candidates who have no experience running a public company, serving on a public company board or owning, operating or managing real estate assets.
CTO shareholders should ask themselves: What does Wintergreen’s “plan” really even entail? What are its inexperienced nominees going to do?
It is clear that Wintergreen fails to provide any credible plan for the Company’s future or any changes to the Company’s current strategy that would enhance shareholder returns. Electing the Wintergreen nominees puts your investment in CTO at risk. Your current Board, on the other hand, has the independence, leadership, real estate and financial experience necessary to continue executing our proven strategy that is delivering outstanding results.
THE ANNUAL MEETING IS FAST-APPROACHING –
PROTECT YOUR INVESTMENT BY VOTING TODAY
Whether or not you plan to attend the 2017 Annual Meeting of Shareholders, you have the opportunity to protect your investment in CTO by voting the enclosed WHITE proxy card today “FOR” each of CTO’s seven nominees –
On behalf of the Board of Directors and management team, we appreciate your continued support.
The Consolidated-Tomoka Board of Directors
If you have any questions or require any assistance with voting your shares,
please contact the Company’s proxy solicitor listed below:
Call Collect: 212-929-5500
Toll-Free (800) 322-2885
We encourage you to review our most recent investor presentations relating to the 2017 shareholder meeting and for the quarter ended 2017 pertaining to the results for the quarter ended
Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements. Words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions and variations thereof are intended to identify certain of such forward-looking statements, which speak only as of the dates on which they were made, although not all forward-looking statements contain such words. Although forward-looking statements are made based upon management’s expectations and beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include the completion of 1031 exchange transactions, the availability of investment properties that meet the Company’s investment goals and criteria, the modification of terms of certain land sales agreements, uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales, as well as the uncertainties and risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2017 annual meeting of shareholders to be held on
1 Permission to use quotations neither sought nor obtained.
2 Permission to use quotations neither sought nor obtained.
Sr. Vice President & Chief Financial Officer