Dear Fellow Shareholders,
The immense shareholder value destruction at
As things stand, the Concerned Shareholders believe that
To that end, the Concerned Shareholders have been in an active dialogue with management and the Board to address the various value-enhancing opportunities we have identified, as well as, to implement enhanced Board-level oversight more appropriate for the Company’s current situation and more reflective of
As such, the Concerned Shareholders nominated two highly qualified candidates for the Company’s Board on
- Gregory Share – Mr. Share is an independent investor focused on investments in software and financial services companies through his investment firm,
Ambina Partners, LLC. Mr. Share has twenty years of prior private equity experience, having served in various capacities for Moelis Capital Partners, Fortress Investment Group (“Fortress”) and Madison Dearborn Partners. Mr. Share earned a B.S. degree in Economics from the University of Pennsylvania, The Wharton School. Jeffrey M. Tuder– Mr. Tuderis the Managing Member of Tremson Capital Management, LLC, a private investment firm focused on identifying and investing in securities of undervalued publicly-traded companies. Mr. Tuderhas twenty years of private and public equity investment experience, having served in various capacities for KSA Capital Management, LLC, JHL Capital Group, LLC, CapitalSource Finance, LLC, and Fortress Investment Group. Mr. Tuderhas served as a Director of a number of private companies and is currently a Director of MRV Communications(NASDAQ: MRVC), a publicly-traded networking equipment company, where Mr. Tuderalso serves as Chairman of the Audit Committee. Mr. Tuderreceived B.A. in English Literature from Yale University.
We have provided the Board access to our nominees (including through in-person interviews). However, we are disappointed that our private conversations with the Board have not yielded results and are concerned that the strategic review process may unfold without the benefit of our nominees’ input, leaving us with no option but to communicate our concerns publicly.
In addition, the Concerned Shareholders urge the Company to immediately improve its overall transparency to investors through enhanced financial disclosure. For example, it is unacceptable that gross margins and operating expense lines are not broken out by business unit. Similarly, shareholders have the right to understand the composition of the approximately
Finally, we encourage the Board to ensure that the ongoing strategic review is conducted with utmost transparency to ensure that the long-term interests of
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About the Concerned Shareholders:
Periam Limitedis an investment vehicle incorporated in the British Virgin Islandswhose ultimate beneficiaries are owners of Alfanar, a diversified, global power group headquartered in Riyad, Saudi Arabia. Dominik Dolenecis the key principal of Emona Capital, a London-based firm focusing on special situation and disruptive technology investments. Mr. Dolenecwas formerly a portfolio manager at Elliott Advisors (UK) Limitedwhere he specialised in activist investments, merger arbitrage and distressed credit.
- For additional information see “Certain Information Concerning The Participants” attached hereto.
We remain interested in constructively engaging with the Company to seek improvements for the benefit of all
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Warning Regarding Forward Looking Statements
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS. FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY USE OF WORDS SUCH AS “OUTLOOK”, “BELIEVE”, “INTEND”, “EXPECT”, “POTENTIAL”, “WILL”, “MAY”, “SHOULD”, “ESTIMATE”, “ANTICIPATE”, AND DERIVATIVES OR NEGATIVES OF SUCH WORDS OR SIMILAR WORDS. FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON PRESENT BELIEFS, EXPECTATIONS, ESTIMATES AND PROJECTIONS REGARDING THE COMPANY AND PROJECTIONS REGARDING THE INDUSTRY IN WHICH IT OPERATES. HOWEVER, FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR AS A RESULT OF VARIOUS RISKS, REASONS AND UNCERTAINTIES. FURTHER, SUCH RISKS, REASONS AND UNCERTAINTIES COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. ACCORDINGLY, YOU SHOULD NOT RELY UPON FORWARD- LOOKING STATEMENTS AS A PREDICTION OF ACTUAL RESULTS AND ACTUAL RESULTS MAY VARY MATERIALLY FROM WHAT IS EXPRESSED IN OR INDICATED BY THE FORWARD-LOOKING STATEMENTS.
CONCERNED SHAREHOLDERS CONTACT:
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
THE CONCERNED SHAREHOLDERS STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE
The participants in the proxy solicitation are anticipated to be
As of the date hereof,
* For a description of the Concerned Shareholders see pages 3 and 6 of this release.
† Even before allocation of corporate unallocated expenses.
‡ Subscription Software ARR and ARR/Customer have stagnated since Q4 2015.
§ Includes 41,500 shares of Common Stock held in a trust for which
** Mr. Share’s holdings are through
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