Qualstar Corporation
QBAK, a manufacturer of data storage solutions and
high-efficiency power supplies, today announced that Glass Lewis &
Co., a leading independent proxy advisory service, has recommended to
its clients that shareholders vote the WHITE proxy card FOR all five
of the Qualstar Board of Directors' very experienced and highly
qualified director nominees, Allen H. Alley, Chester Baffa, Lawrence
D. Firestone, Gerald J. Laber and Daniel C. Molhoek, at Qualstar's
Annual Meeting of Shareholders to be held on June 28, 2013. Glass
Lewis' clients include institutional investors, mutual funds, pension
funds and other fiduciaries.
In recommending that shareholders vote the WHITE proxy card FOR all
five of the director nominees recommended by the Qualstar Board,
Glass Lewis recognized that the replacement of the entire Qualstar
Board being sought by BKF Capital Group, Inc. BKFG and its
controlling shareholder, Steven N. Bronson, was unwarranted. Glass
Lewis also took note of the substantial changes that have been made
to the composition of the Qualstar Board and management team over the
past year. If shareholders elect the Qualstar Board's highly
qualified and very experienced nominees -- Allen H. Alley, Chester
Baffa, Lawrence D. Firestone, Gerald J. Laber and Daniel C. Molhoek,
the entire membership of the Qualstar Board, other than Mr.
Firestone, Qualstar's Chief Executive Officer, will have been
replaced since the 2012 Annual Meeting.
The Glass Lewis report also recommended that shareholders vote the
WHITE proxy card FOR the ratification of a shareholder rights plan
adopted by the Qualstar Board following the commencement by BKF and
Mr. Bronson of its unsolicited, coercive, partial tender offer last
January. While BKF's and Mr. Bronson's abrupt termination of their
unsolicited, coercive, partial tender offer eliminated the need for
the Qualstar Board to make a recommendation at the time, it was the
unanimous view of the Qualstar Board that the partial tender offer
was inadequate and was not in the best interests of Qualstar and all
of its shareholders. In recommending that shareholders vote the WHITE
proxy card FOR the ratification of the shareholder rights plan, the
Glass Lewis report stated:
"Although we would ordinary recommend that shareholders vote against
the adoption of a poison pill, here, we recognize that the Company
was facing some mitigating circumstances. Specifically, had the
Partial Offer been completed and fully subscribed, BKF would have
owned over 43% of the Company's common stock, giving them significant
voting power over all matters requiring shareholder approval.
Further, we believe that the Partial Offer could have been
detrimental to non-tendering shareholders, as they would have been
left holding an illiquid equity stake in a company effectively
controlled by BKF. In our view, the Partial Offer would not have
treated all Qualstar shareholders in an equitable manner. In light of
this issue, coupled with the relatively low market premium implied by
the Partial Offer (14.7%), we believe that the implementation of the
Rights Agreement here was a reasonable course of action for the board
to take. It's also worth noting that the Rights Agreement only has a
term of one year (expiration date of no later than January 31, 2014),
which we believe is acceptable. In light of these factors, we believe
that the proposed Rights Agreement is in the best interests of
shareholders."
"We are very pleased that a well-respected, independent third party
such as Glass Lewis has carefully reviewed the voting alternatives
and recommends that shareholders vote for Qualstar's director
nominees, selected by Qualstar for their extensive governance
experience and outstanding qualifications," said Lawrence D.
Firestone, Qualstar's President and Chief Executive Officer. "We are
also gratified that the Glass Lewis report supports the decision of
our Board, after careful consideration, to adopt a rights plan so as
to protect our shareholders against BKF's and Mr. Bronson's
unsolicited, coercive, partial tender offer. This Board and our
nominees remain committed to taking the actions necessary to protect
our shareholders against abusive or coercive tactics used by a
potential acquirer seeking to gain control of Qualstar without paying
all shareholders a fair price for their shares."
To protect the value of their investment, Qualstar strongly
recommends that all shareholders vote for their Board's highly
qualified nominees on the WHITE proxy card TODAY -- by telephone,
Internet, or by signing, dating and returning the WHITE proxy card.
Shareholders that need assistance in voting their shares or have any
questions are urged to call Qualstar's proxy solicitor, Mackenzie
Partners, Inc., at (800) 322-2885 (Toll Free) or at (212) 929-5500.
Market News and Data brought to you by Benzinga APIs© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Comments
Loading...
Posted In: News
Benzinga simplifies the market for smarter investing
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.
Join Now: Free!
Already a member?Sign in