Fellow MicroVision Shareholders,
We continue to work diligently to explore strategic options with
interested parties including the potential sale or merger of the
Company, with the help of our financial advisor, Craig-Hallum
Capital Group LLC. In order for the Company to have the right tools
it needs to pursue strategic options to increase shareholder value
we are asking shareholders to authorize additional shares of common
stock. We have scheduled a Special Meeting of Shareholders for
October 8, 2020, for the specific purpose of authorizing such
additional shares. I write to you today asking you to vote YES on
the proposals in this Proxy Statement.
The benefits and risks of the proposal to approve the increase in
authorized shares, Proposal 1, are outlined in this Proxy
Statement, which I encourage you to read. However, I want to point
out a few key reasons why I believe your vote to approve Proposal 1
is important and how the proposal is designed to provide the
Company with the flexibility it needs to increase its ability to
pursue strategic options to increase shareholder value and is in
your best interest as shareholders.
A strategic transaction may take time to negotiate and close. We
believe we have cash to fund operations until the end of this year.
If such transaction cannot be negotiated and closed before the end
of this year, the Company will have used most or all of its current
cash balance, and we would be unable to raise additional cash
through the sale of common stock without shareholder approval. If
that happens, the Company would likely have to significantly
curtail operations and perhaps even file for bankruptcy.
At this time the Company does not have shares available to sell to
an investor that may be interested in a strategic investment
without shareholder approval. If an attractive strategic investment
were to be proposed, the Company would not be able to consider the
proposal unless the proposed increase in authorized shares is
The ability to raise additional capital, if needed, may strengthen
the Company’s negotiating position as it pursues strategic
Without an increase in the number of authorized shares, the Company
will be severely restricted in its ability to raise needed capital
for continued operations.
The Board of Directors and I strongly believe that it is in the
best interest of the Company and its shareholders to increase the
authorized number of shares of the Company’s common stock by
60,000,000 to a total of 210,000,000 shares.
Please note that the approval to increase the number of
authorized shares does not mean the shares will be issued, only
that they are available if needed.
In May 2020 ISS and Glass Lewis, who are respected institutional
advisory companies, recommended approval of a similar proposal for
an increase of 100,000,000 additional shares of common stock. In
order to pass, the proposal required approval of a majority of the
outstanding shares of common stock, and while a majority of shares
represented at the meeting voted in favor of approving the
increase, the total votes in favor fell just short of a majority of
the outstanding shares of our common stock required for approval
under our certificate of incorporation. We believe that the request
for 60,000,000 additional shares is adequate to enable the Company
to continue its operations through the consummation of any
strategic transaction we negotiate in the future.
I believe that approval of this proposal is in the best interest of
our shareholders and want the Company to have the ability and
flexibility to maximize its value.
Your Vote is Important to MicroVision’s
Whether you own relatively few or a large number of shares of
MicroVision stock, your vote is important. Also, it is important to
note Proposal 1 requires approval by the holders of a majority of
our outstanding common stock, and not voting is the same as a vote
against the proposal. Your vote is extremely important regardless
of the number of shares you own.
The Company needs your support by voting
FOR the Proxy Proposals
If you have any questions or need assistance
voting your shares, please contact the firm assisting us with the
solicitation of proxies:
Saratoga Proxy Consulting LLC, at (212)
257-1311 or (888)
Thank you for your continuing support and for voting.
Chief Executive Officer