California Micro Devices Sets the Record Straight
September 10 2009 - 1:12PM
Business Wire
California Micro Devices (Nasdaq Global: CAMD) (“CMD” or “The
Company”) today responded to the statement issued by Dialectic
Capital on September 10, 2009, in which it denied that it had
reneged on a settlement agreement in connection with the Company’s
2009 Annual Meeting of Stockholders:
The CMD Board of Directors stands by its characterization of the
verbal agreement Wade Meyercord, Chairman of the CMD Board, reached
on September 3, 2009 with John Fichthorn, Managing Member of
Dialectic, to settle the proxy contest between CMD and Dialectic.
For further details, the Company directs stockholders to the
chronology of the settlement discussions available at
http://annualmeeting.cmd.com. That chronology demonstrates that
Dialectic agreed to the addition of two of its nominees to an
expanded CMD Board, and directed its counsel to draft a written
agreement to that effect, only to renege on that agreement before
the start of business the next day and before CMD had an
opportunity to review that draft. The Board continues to believe
that the agreed upon terms of the settlement provide the best
solution for all CMD stockholders and reflect the outcome preferred
by several of the Company’s largest stockholders.
Therefore, the CMD Board recommends that stockholders vote the
Company’s WHITE proxy card to re-elect the current CMD Board
members, and commits to adding two of Dialectic Capital’s nominees
to the Board once the results of the election have been certified.
In this way, stockholders can add new voices and ideas to the Board
while preserving the experience and expertise of the current Board
members.
About California Micro Devices Corporation
California Micro Devices Corporation is a leading supplier of
protection devices for the mobile handset, high brightness LED
(HBLED), digital consumer electronics and personal computer
markets. Detailed corporate and product information may be accessed
at www.cmd.com.
Additional Information
In connection with its 2009 annual meeting of stockholders,
California Micro Devices Corporation has established a website,
http://annualmeeting.cmd.com,
where stockholders may obtain information related to our annual
meeting, including our proxy statement and annual report, and may
vote.
Forward Looking Statement Disclaimer
All statements contained in this press release that are not
historical facts are forward-looking statements which are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. They are not guarantees of future
performance or events. Rather, they are based on current
expectations, estimates, beliefs, assumptions, and goals and
objectives and are subject to uncertainties that are difficult to
predict. As a result, our actual results may differ materially from
the statements made. Often such statements can be identified by
their use of words such as will, intends, expects, plans, believes,
anticipates, and estimates. Forward-looking statements include the
company’s belief that adding two Dialectic nominees would provide
the best solution for all CMD stockholders and reflects the outcome
preferred by several of the company's largest stockholders; the
anticipated benefits of reelecting the existing board members and
adding two Dialectic nominees; and the company’s expectations
regarding timing and implementation of its proposal. These
forward-looking statements are based upon our assumptions about and
assessment of the future, which may or may not prove true, and
involve a number of risks and uncertainties including, but not
limited to the outcome of stockholder voting, the willingness of
Dialectic’s nominees to join our board, whether our customers
experience the demand we anticipate for their products, whether we
incur unexpected operating expenses or obstacles to our cost
reductions, whether there is increasing global economic stability,
whether the designed performance of our devices satisfies our
customers’ requirements so that they continue to design our devices
into their products, whether our devices perform to their design
specification, whether competitors introduce devices at lower
prices than our devices causing price erosion and/or loss of market
share for us, and whether we encounter any difficulty in obtaining
the requisite supply of quality product from our contract
manufacturers, contract assemblers and test houses without
interruption or unanticipated price increases as well as the risk
factors detailed in the company’s Form 8-K, 10-K, and 10-Q filings
with the Securities and Exchange Commission. Due to these and other
risks, the company’s future actual results could differ materially
from those discussed above. These forward-looking statements speak
only as of the date hereof, and, except as required by law, we
undertake no obligation to publicly release updates or revisions to
these statements whether as a result of new information, future
events, or otherwise.
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