Edgewater Technology, Inc. ("Edgewater" or the "Company")
(NASDAQ:EDGW) and Ancora Advisors, LLC (together with its
affiliates, "Ancora"), a 9.2% stockholder of Edgewater, announced
today that the Company has received consents from the holders of a
majority of its common stock in respect of Ancora’s previously
announced consent solicitation. The written consent of the
Company’s stockholders removes four current members of the Board of
Directors of Edgewater, replaces them with Ancora's director
nominees, and makes certain changes to the Company’s governing
documents to enable such actions.
Effective as of February 16, 2017, the date on which Ancora
presented the Company with the required number of shareholder
consents, Ancora nominees Matthew Carpenter, Frederick DiSanto,
Jeffrey L. Rutherford, and Kurtis J. Wolf joined Edgewater’s Board
of Directors. Current Edgewater Directors Paul E. Flynn, Paul
Guzzi, Michael R. Loeb and Wayne Wilson will no longer serve on the
Board of Directors, effective as of February 16, 2017.
Current Edgewater Directors Stephen R. Bova, Nancy L. Leaming,
Shirley Singleton and Timothy Whelan will remain on the
Board.
“We appreciate the feedback we have received from Edgewater
stockholders and welcome our new directors to the Board,” commented
Shirley Singleton, Edgewater's chairman, president and CEO. “We
look forward to working collaboratively to drive shareholder value
and we will immediately begin to work on a smooth transition and
onboarding of our new directors.”
“We are very pleased with the results of the consent
solicitation and are eager to work together with the rest of
Edgewater’s Board in unlocking underlying value.” commented Fred
DiSanto, chairman and CEO of Ancora. “The Board recognizes
the significant contributions made by the Company’s employees, its
most valuable asset, and looks forward to working with them to grow
the Company’s business.”
About EdgewaterEdgewater helps business leaders
drive transformational change through its unique selection of
business and technology services and specialized product-based
solutions.
Classic consulting disciplines (such as business advisory,
process improvement, organizational change management, M&A due
diligence, and domain expertise) are blended with technical
services (such as digital transformation, technical roadmaps, data
and analytics services, custom development, and system integration)
to help organizations get the most out of their existing IT assets
while creating new digital business models.
Delivering both on premise and in the cloud, Edgewater partners
with Oracle and Microsoft to offer Business Analytics, BI, ERP, and
CRM solutions. Edgewater Ranzal, an Oracle Platinum Consulting
Partner, provides Business Analytics solutions leveraging Oracle
EPM, BI, and Big Data technologies. As an award-winning Microsoft
partner, Edgewater Fullscope delivers Dynamics AX ERP, Business
Intelligence, and CRM solutions, with a specialty in
manufacturing.
About AncoraAncora Advisors, LLC, is a
registered investment adviser with the Securities and Exchange
Commission of the United States. Ancora offers comprehensive
investment solutions for institutions and individuals in the areas
of fixed income, equities, global asset allocation, alternative
investments and retirement plans. A more detailed description
of the company, its management and practices are contained in its
"Firm Brochure" (Form ADV, Part 2A). A copy of this form may be
received by contacting the company at: 6060 Parkland Boulevard,
Suite 200 Cleveland, Ohio 44124, Phone: 216-825-4000, or by
visiting the website, www.ancora.net/adv.
Forward Looking StatementsThis document
contains statements that may constitute forward-looking statements
under Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These statements involve known and unknown risks, uncertainties and
other factors that may cause results, levels of activity, growth,
performance, tax consequences or achievements to be materially
different from any future results, levels of activity, growth,
performance, tax consequences or achievements expressed or implied
by such forward-looking statements. Such factors include, among
other things, those listed below. The forward-looking statements
included in this document are related to future events or the
Company's strategies or future financial performance, future
revenue and growth, customer spending outlook, general economic
trends, IT service demand, future revenue and revenue mix,
utilization, new service offerings, significant customers,
competitive and strategic initiatives, growth plans, potential
stock repurchases, future results, tax consequences and liquidity
needs. In some cases, you can identify forward-looking statements
by terminology such as "may," "should," "believe," "anticipate,"
"anticipated," "expectation," "continued," "future," "forward,"
"potential," "estimate," "estimated," "forecast," "project,"
"encourage," "opportunity," "goal," "objective," "could," "expect,"
"expected," "intend," "plan," "planned," "will," "predict," or the
negative of such terms or comparable terminology. These
forward-looking statements inherently involve certain risks and
uncertainties, although they are based on the Company's current
plans or assessments which are believed to be reasonable as of the
date of this document. Factors that may cause actual results,
goals, targets or objectives to differ materially from those
contemplated, projected, forecasted, estimated, anticipated,
planned or budgeted in such forward-looking statements include,
among others, the following possibilities: (1) failure to
obtain new customers or retain significant existing customers;
(2) the loss of one or more key executives and/or employees;
(3) changes in industry trends, such as a decline in the
demand for Enterprise Resource Planning and Enterprise Performance
Management solutions, custom development and system integration
services and/or declines in industry-wide information technology
spending, whether on a temporary or permanent basis and/or delays
by customers in initiating new projects or existing project
milestones; (4) inability to execute upon growth objectives,
including new services and growth in entities acquired by our
Company; (5) adverse developments and volatility involving
geopolitical or technology market conditions;
(6) unanticipated events or the occurrence of fluctuations or
variability in the matters identified under “Critical Accounting
Policies” in our 2015 Annual Report on Form 10-K filed with the
Securities and Exchange Commission (the “SEC”) on March 11, 2016;
(7) delays in, or the failure of, our sales pipeline being
converted to billable work and recorded as revenue;
(8) termination by customers of their contracts with us or
inability or unwillingness of customers to pay for our services,
which may impact our accounting assumptions; (9) inability to
recruit and retain professionals with the high level of information
technology skills and experience needed to provide our services;
(10) failure to expand outsourcing services to generate
additional revenue; (11) any changes in ownership of the
Company or otherwise that would result in a limitation of the net
operating loss carry forward under applicable tax laws;
(12) the possibility that activist shareholders may wage proxy
or consent contests or gain representation on or control of our
Board of Directors, causing uncertainty about the direction of our
business; (13) the failure of the marketplace to embrace advisory
and product-based consulting services; (14) difficulties and costs
associated with transitioning to the cloud; (15) the inability to
achieve the expected synergies from our 2015 acquisitions; and/or
(16) changes in the Company's utilization levels. In
evaluating these statements, you should specifically consider
various factors described above as well as the risks outlined under
“Part I - Item IA. Risk Factors” in our 2015 Annual Report.
These factors may cause the Company's actual results to differ
materially from those contemplated, projected, anticipated, planned
or budgeted in any such forward-looking statements. Although the
Company believes that the expectations in the forward-looking
statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance, growth, earnings per
share or achievements. However, neither the Company nor any other
person assumes responsibility for the accuracy and completeness of
such statements. Except as otherwise required, the Company
undertakes no obligation to update any of the forward-looking
statements after the date of this document to conform such
statements to actual results.
Contacts
For Edgewater -
Company/Investor Contact:
Timothy R. Oakes
Chief Financial Officer
Phone: (781) 246-3343
E-mail: toakes@edgewater.com
Media Contact:
Sard Verbinnen & Co
Bryan Locke / Debbie Miller
Phone: (312) 895-4700
E-mail: blocke@sardverb.com/ dmiller@sardverb.com
For Ancora -
Investor Contact:
InvestorCom
John Glenn Grau
Phone: (203) 972-9300 Ext. 11
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