Dialectic Capital Management Responds to Continuing Campaign of Misinformation by California Micro Devices
September 10 2009 - 7:30AM
PR Newswire (US)
RiskMetrics Group, Glass Lewis & Co. and PROXY Governance, Inc.
All Recommend Stockholders Vote Dialectic's GOLD Proxy Card
Dialectic Urges All Stockholders to Vote the GOLD Proxy Card Now to
Support the Election of the Dialectic Nominees NEW YORK, Sept. 10
/PRNewswire/ -- Dialectic Capital Management, LLC ("Dialectic")
responded today to the press release issued by California Micro
Devices Corporation ("CMD" or the "Company") (NASDAQ:CAMD) in which
the Company alleged that Dialectic had reneged on a purported
settlement and that, suddenly, the Company was committed to add two
of Dialectic's nominees to the Board of Directors provided that CMD
stockholders re-elect the incumbent directors at CMD's September
17, 2009 annual meeting. 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. John Fichthorn, Dialectic's managing member, stated, "We
have made repeated attempts over the last several months to reach a
settlement with the Company to achieve our objective of creating a
Board that would truly represent the best interests of all
stockholders. The Board has consistently failed to address our
serious concerns. Our most recent efforts to negotiate a settlement
were met with more delay and indecision by the Board and produced
no finalized agreement. Despite all this, we remain willing to
settle with the Board on terms that reflect the mandate we have
received from the three leading independent proxy voting advisory
firms, RiskMetrics Group, Glass Lewis & Co. and PROXY
Governance, Inc., which have all affirmed the need for change on
the Board and recommended that CMD stockholders vote on Dialectic's
GOLD proxy card. CMD's Board simply refuses to accept the fact that
real change is needed on the Board and was only willing to discuss
a settlement that preserved all seven of the incumbent directors'
positions, irrespective of the best interests or wishes of the
Company's stockholders." Fichthorn continued, "We are extremely
disappointed that the Company has chosen to engage in this smear
campaign in an effort to distract from the real issues of this
election - the proper composition of CMD's Board. In fact, CMD has
refused to engage in any further negotiations with us. Do not be
misled by the Company's latest salvo, which is clearly a last ditch
effort by a desperate Board to maintain its fleeting grasp on the
privileges the directors have so lavishly bestowed upon themselves.
We urge CMD stockholders to see through this transparent ploy and
vote for much needed change on the CMD Board by returning the GOLD
proxy card today." 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
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