RANDOLPH, Mass. and
AMSTERDAM, April 14, 2015 /PRNewswire/ -- JEC Capital
Partners and Ratio Capital Partners (together, the "Concerned
Stockholders") sent an open letter to stockholders of Synacor, Inc.
(the "Company" or "Synacor")(NASDAQ: SYNC):
April 14, 2015
Dear Fellow Synacor Stockholders:
The 2015 Annual Meeting of Synacor, Inc. is less than one week
away. We appreciate the tremendous support we continue to receive
from stockholders. As stockholders collectively, we have an
exciting opportunity to rescue Synacor from what we see as a
failing Board of Directors by electing directors who we believe are
supremely qualified and deeply committed. Institutional Shareholder
Services ("ISS") seemingly agrees, having recommended that
stockholders of Synacor vote the BLUE proxy card FOR all three of
our nominees: Mr. Dilip Singh, Mr.
Jeff Misthal, and Mr. Scott Williams.
We believe the current Board's decision not to obtain a
stockholder list this year was a calculated move to prevent us from
obtaining that list and being able to contact our fellow
stockholders directly. Had the current Board obtained a stockholder
list as they have done in prior years, they would have had an
obligation to provide us with that list so we that could contact
our fellow stockholders directly. In our view, this demonstrates
that the current Board has genuine concerns that they will not be
able to win stockholder support in a head-to-head contest based on
merit, so they must resort to unfair and arguably unethical tactics
designed to prevent stockholders of Synacor from making an informed
decision.
We believe Synacor stockholders are both intelligent and
thoughtful and we hope you will hold the Board accountable by
voting your shares on the BLUE proxy card so that we can give
ourselves, as stockholders, the highest probability of successfully
turning around Synacor and unlocking substantial value.
The time for change is now. We believe Synacor can be
dramatically improved with new and great leadership. We urge all
Synacor stockholders to follow the lead of ISS and vote the BLUE
proxy card in support of all three of our nominees: Mr.
Dilip Singh, Mr. Jeff Misthal, and Mr. Scott Williams.
IF YOU HAVE ANY QUESTIONS, HAVE NOT RECEIVED YOUR BLUE PROXY
CARD, OR REQUIRE ASSISTANCE WITH YOUR VOTE, CONTACT INVESTORCOM
TOLL FREE AT 877-972-0090.
YOU CAN VIEW ADDITIONAL INFORMATION REGARDING THE CONCERNED
STOCKHOLDERS' NOMINEES AND REASONS TO VOTE FOR THEIR NOMINEES
AT HTTP://WWW.ICOMMATERIALS.COM/SYNC/.
Thank you for your support,
/s/ Bart
Kool
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael
Torok
|
Ratio Capital
Partners
|
|
|
|
|
|
|
|
|
|
|
|
JEC Capital
Partners
|
ADDITIONAL INFORMATION
This filing is not a solicitation of a proxy from any security
holder of the Company. On April 2,
2015, JEC Capital Partners, LLC, JEC II Associates LLC,
K. Peter Heiland, Ratio Capital
Management B.V., Ratio Capital Partners, Jeff Misthal, Dilip
Singh and Scott Williams
(collectively, the "Participants") mailed to stockholders of the
Company and filed with the Securities and Exchange Commission
("SEC") a definitive proxy statement and an accompanying proxy card
to be used to solicit proxies in connection with the Company's 2015
annual meeting of stockholders (the "2015 Annual Meeting").
Information concerning the interests of the Participants in
connection with the matters to be voted on at the 2015 Annual
Meeting is included in the definitive proxy statement filed by
Participants with the SEC in connection with such meeting.
STOCKHOLDERS OF THE COMPANY ARE STRONGLY ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS FILED BY THE
PARTICIPANTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
The views expressed in this press release represent the
opinions of the Concerned Stockholders, and are based on publicly
available information with respect to the Company. The Concerned
Stockholders recognize that there may be confidential information
in the possession of the Company that could lead it to disagree
with the Concerned Stockholders' conclusions. The Concerned
Stockholders reserve the right to change any of their opinions
expressed herein at any time as they deem appropriate. The
Concerned Stockholders disclaim any obligation to update the
information or opinions contained in this press release.
Certain statements made herein have been derived or obtained
from filings made with the SEC or other regulatory authorities and
from other third party reports. Neither the Concerned Stockholders
nor any of their affiliates shall be responsible or have any
liability for any misinformation contained in any third party SEC
or other regulatory filing or third party report.
The information herein contains "forward-looking statements."
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as "may," "will,"
"expects," "believes," "anticipates," "plans," "could," "should" or
the negative of such terms or other variations on such terms or
comparable terminology. Similarly, statements that describe our
objectives, plans or goals are forward-looking. Our forward-looking
statements are based on our current intent, belief, expectations,
estimates and projections regarding the Company and projections
regarding the industry in which it operates. These statements are
not guarantees of future performance and involve risks,
uncertainties, assumptions and other factors that are difficult to
predict and that 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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/synacor-stockholders-vote-blue-proxy-card-before-next-weeks-annual-stockholder-meeting-to-protect-your-investment-300065534.html
SOURCE JEC Capital Partners