RiskMetrics Group, Glass Lewis & Co. and PROXY Governance, Inc. All Affirm the Need for Change on the Board of Directors of Cali
September 04 2009 - 1:04PM
PR Newswire (US)
RiskMetrics Group Recommends Stockholders Vote the GOLD Proxy Card
to Elect All Three Dialectic Nominees - John Fichthorn, J. Michael
Gullard and Kenneth Potashner Dialectic Urges All Stockholders to
Vote the GOLD Proxy Card Now to Support the Election of the
Dialectic Nominees NEW YORK, Sept. 4 /PRNewswire/ -- Dialectic
Capital Management, LLC ("Dialectic") announced today that the
three leading independent proxy voting advisory firms, RiskMetrics
Group ("RMG"), Glass Lewis & Co. ("Glass Lewis") and PROXY
Governance, Inc. ("PGI"), have all recommended that stockholders of
California Micro Devices Corporation ("CMD" or the "Company")
(NASDAQ:CAMD) vote on Dialectic's GOLD proxy card to elect
Dialectic nominees to the Board of Directors of CMD at its
September 17, 2009 annual meeting. RMG has recommended that CMD
stockholders vote on Dialectic's GOLD proxy card to elect all three
Dialectic nominees, John Fichthorn, J. Michael Gullard and Kenneth
Potashner, to the Board of Directors of CMD. The Dialectic group is
the second largest stockholder of the Company and beneficially owns
2,025,011 shares, representing approximately 8.8% of the Company's
outstanding common stock. Excerpts from RMG's Analysis and
Recommendation In recommending that CMD stockholders vote on
Dialectic's GOLD proxy card to elect all three Dialectic nominees,
John Fichthorn, J. Michael Gullard and Kenneth Potashner, to the
Board of Directors of CMD, RMG stated the following: On CMD's
operating and share price performance "Over the last five years,
CMD's operating performance has steadily deteriorated resulting in
the company having below peer average revenue growth, operating
income margin and normalized EBITDA margins. Apart from poor
operating metrics, CMD also suffers from below peer average TSR
[Total Shareholder Return]. We note that CMD has significantly
underperformed its peer group over 1-year, 3-year and 5-year
periods in terms of TSR." On RMG's rationale for supporting
Dialectic Nominees Fichthorn, Gullard and Potashner ". . .we
believe that Messrs. Potashner and Gullard have relevant industry
backgrounds, public board experience, and management skills. As
such, we believe their inclusion on CMD's board could add value to
board deliberations. Further, Mr. Fichthorn's election to the board
would bring the significant shareholder perspective, which appears
to be lacking given the board's limited stock ownership. Likewise,
Mr. Fichthorn has been an investor in technology companies for many
years, affording him a familiarity with this sector." Excerpts from
PGI's Analysis and Recommendation In recommending that CMD
stockholders vote on Dialectic's GOLD proxy card to elect Dialectic
nominees John Fichthorn and J. Michael Gullard to the Board of
Directors of CMD, PGI stated the following: On "the most revealing
issue for shareholders" - the Company's use of its cash "Given that
the company has been unable to provide a significant return to
shareholders over the last few years, does not appear to have any
specific plan to use the cash productively, and has no debt or
other significant ongoing liabilities, shareholders should wonder
why the company is so committed to maintaining such a relatively
large cash balance." ". . . as both sides agree, too little cash on
hand would make current and potential customers wary of doing
business with the company. Only the dissidents appear to have taken
that analysis to the next level, however, by first quantifying how
much cash would provide a sufficiently conservative buffer for
those concerns, and then developing a responsible proposal for
maintaining a strong balance sheet while also redistributing the
excess cash to shareholders." On the qualifications of Dialectic's
Nominees "We believe the company would particularly benefit from
the addition of two of these nominees: Fichthorn - whose financial
background and significant beneficial ownership would bring a
strong shareholder perspective - and Gullard - whose career has
focused heavily on helping moribund companies address exactly the
sort of organizational and business challenges the dissidents have
identified at CAMD." ". . .we also believe the third dissident
nominee, Potashner, would likely make an excellent director and
brings significant credible experience to the board. . ." On PGI's
rationale for supporting Dialectic Nominees Fichthorn and Gullard
"What is central to the dissident arguments, and supported by the
dissidents' selection of a compelling slate of nominees, is a very
shareholder-friendly willingness to revaluate inefficient,
ineffective, and potentially value-destructive policies and
practices." "The company, however, continues to struggle with a now
long-standing inability to deliver meaningful improvements in
either operating results or shareholder value. As a result, we
believe shareholders would be best served by electing the two
dissident nominees - Fichthorn and Gullard - whose significant
beneficial ownership, financial background, and turnaround
experience offer the best opportunity to redress those issues."
Excerpts from Glass Lewis' Analysis and Recommendation In
recommending that CMD stockholders vote on Dialectic's GOLD proxy
card to elect Dialectic nominee J. Michael Gullard to the Board of
Directors of CMD, Glass Lewis stated the following: On the
Company's financial performance and poor acquisition history ". .
.we agree with the Dissident that the Company's deteriorating
financial performance and poor handling of a recent acquisition
call into question whether the Company's board has provided
sufficient oversight in recent years." "We find that the Company's
annual revenue declines year-over-year have exceeded the peer mean
and median since 2006. In addition, the Company's gross margin has
fallen below the peer mean and median on an annual basis since at
least fiscal 2004 (source: FactSet)." "Furthermore, we are troubled
by the Company's execution of the acquisition of Arques Technology,
Inc. . . . [W]e are concerned that this acquisition has contributed
to the Company's recurring losses and flawed cost structure." On
Glass Lewis' rationale for supporting Dialectic Nominee Gullard
"Overall, we believe the Company's ever-worsening financial results
and underperformance relative to its peers in various areas warrant
a change to the current board. In our view, the presence of one or
more new directors on the board may provide a fresh perspective to
tackle the Company's challenges." "Based on his relevant operating
and board experience, we believe Dissident nominee J. Michael
Gullard would bring valuable insight to the board and provide a
much-needed impetus to effect change." John Fichthorn, Dialectic's
managing member, stated, "We are pleased that RMG, Glass Lewis and
PGI are convinced of the need for change on the CMD Board. The
Dialectic nominees are committed to working productively with the
other members of the Board to ensure the best interests of all
stockholders are represented." Concluded Fichthorn, "We thank
stockholders who have already voted the GOLD proxy card for the
Dialectic nominees and urge all other stockholders to return the
GOLD proxy card today to elect Dialectic's three highly-qualified
director nominees who have the skills and perspective necessary to
turn around CMD." If you have any questions, require assistance
with voting your GOLD proxy card or need additional copies of
Dialectic's proxy materials, please contact: Okapi Partners 780
Third Avenue, 30th Floor New York, NY 10017 Stockholders Call
Toll-Free at: (877) 285-5990 Banks and Brokers Call Collect at:
(212) 297-0720 About Dialectic Capital Management, LLC Dialectic
Capital Management, LLC is a hedge fund sponsor based in New York,
New York. It manages a multi-sector long/short equity fund.
DATASOURCE: Dialectic Capital Management, LLC CONTACT: B. Riley
& Co., LLC, Salomon Kamalodine, +1-310-689-2217
Copyright
California Micro Devices Corp. (MM) (NASDAQ:CAMD)
Historical Stock Chart
From May 2024 to Jun 2024
California Micro Devices Corp. (MM) (NASDAQ:CAMD)
Historical Stock Chart
From Jun 2023 to Jun 2024