Board of Directors unanimously recommends
shareholders support the transformational transactions related to
East Asset Management’s $25 million investment
Rand Capital Corporation (NASDAQ: RAND) (“Rand” or “Rand
Capital”), a business development company, today filed its
definitive proxy statement with the Securities and Exchange
Commission and recommends to its shareholders to vote “FOR” all
five proposals set forth in the proxy statement. Rand also
announced today that its special meeting of shareholders to seek
approval of the five proposals set forth in the proxy statement
will be held on May 16, 2019.
Rand shareholders who have questions about the definitive proxy
statement or voting their shares should contact Alliance Advisors,
LLC, which is assisting Rand with the solicitation of proxies,
toll-free at 1-844-853-0931.
In addition, the Board of Directors published this letter:
April 18, 2019
Mr. Bruce HowardChief Executive
OfficerUser–Friendly Phone Book, LLC10200 Grogans Mill Road, Suite
440The Woodlands, TX 77380-1134
Re: Rand Capital Corporation’s
Proposed Transactions
Dear Mr. Howard:
The Board of Directors of Rand has diligently
evaluated the transactions we are proposing to shareholders,
including the $25 million investment by East Asset Management
(“East”). We have carefully reviewed your comments and, while we
very much appreciate the input of shareholders, we strongly
disagree with your conclusions. We believe the transaction is in
the best interest of all shareholders and enables a future that we
expect will be demonstrably better than if we were to maintain the
status quo.
Rand’s management and our financial advisor
had several meetings and calls with you or your representatives
over the last eight months. During that period, you or your
representatives have been unable or unwilling to suggest
alternatives to the East transaction that would create more value
for our shareholders. By default, you are suggesting to maintain
the status quo.
You are incorrect in your understanding
regarding the termination fee. It only applies in the event of a
superior proposal, not in the event of a failed shareholders’ vote.
Additionally, a more thorough review of the proxy statement
provides understanding on the process regarding the fair value of
the contributed assets.
The transactions are transformational for
Rand, expected to create both near- and long-term value for
shareholders, and best position Rand for future growth.
We believe shareholders benefit from the
following:
- Market Value Appreciation: The
$3.00 per share purchase price by East was a 33% premium to the
market price on the day prior to the announcement of the
transaction.
- Initial Cash and Stock Dividend:
The planned Special Dividend of $1.50 per share and the ability to
receive a portion of the dividend in cash.
- Total Return Potential: The
opportunity to receive an ongoing dividend consistent with the
election of regulated investment company (“RIC”) filing status with
the IRS.
- More Efficient Financial
Platform:
- Elimination of corporate-level income
tax as a RIC.
- Expected reduction in operating expense
ratio by externalizing management.
- More income producing investments with
the contributed assets.
- Expected Improved Capital Markets
Position: The $25 million investment provides greater
scale.
We are committed to the future potential of
Rand. As a demonstration of our belief, Rand’s board and
management, as well as East, intend to take the proposed Special
Dividend in stock. We believe this is a strong indication of our
confidence in the future of Rand and has the effect of increasing
the amount of cash available to all other shareholders. We welcome
ongoing conversation with our shareholders and reiterate our
support for the transactions.
Sincerely,
/s/ Erland E. KailbourneChairman of the
Board
/s/ Allen F. GrumPresident and Chief
Executive Officer
About Rand Capital
Rand Capital (Nasdaq: RAND) is a Business Development Company
(BDC) with a wholly-owned subsidiary licensed by the U.S. Small
Business Administration (SBA) as a Small Business Investment
Company (SBIC). Rand currently focuses its equity investments in
early or expansion stage companies and generally lends to more
mature companies. The Company seeks investment opportunities in
businesses with strong leaders who are bringing to market new or
unique products, technologies or services that have a high
potential for growth. Additional information can be found at the
Company’s website where it regularly posts information:
http://www.randcapital.com/.
About East Asset Management
East Asset Management (EAM), formed in 2010, is dedicated to
investing in private & public market securities and has formed
multiple investment vehicles that provide capital to a variety of
industries including energy, media, real estate, hospitality,
sports and entertainment. EAM has developed a unique and
proprietary network for sourcing investment opportunities,
including opportunities in the private credit/current yield space,
leveraging both its in-house and affiliated investment talent and
capabilities. EAM is an entity owned by Terry and Kim Pegula,
owners of Pegula Sports & Entertainment: the management company
streamlining key business areas across all Pegula family-owned
sports and entertainment properties including the Buffalo Bills,
Buffalo Sabres, Buffalo Bandits, Rochester Americans, Harborcenter,
Black River Entertainment, ADPRO Sports, PicSix Creative agency and
numerous hospitality properties.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than historical facts, including but
not limited to statements regarding the expected timing of the
closing of the proposed transactions; the ability of the parties to
complete the proposed transactions considering the various closing
conditions, including receipt of necessary shareholder approvals
and approval from the U.S. Small Business Administration (“SBA”);
the intention of Rand Capital and Rand Capital SBIC, Inc. (“Rand
SBIC”) to elect to be taxed as a regulated investment companies for
U.S. federal tax purposes; the intention to declare and pay a
special cash and stock dividend after the closing of the proposed
transactions; the intention to pay a regular cash dividend after
the completion of the proposed transactions; the expected benefits
of the proposed transactions such as a lower expense-to-asset ratio
for Rand Capital, increased net investment income, availability of
additional resources, expanded access to and sourcing platform for
new investments and streamlining of operations under the external
management structure; the business strategy of originating
additional income producing investments; the competitive ability
and position of Rand Capital following completion of the proposed
transactions; and any assumptions underlying any of the foregoing,
are forward-looking statements. Forward-looking statements concern
future circumstances and results and other statements that are not
historical facts and are sometimes identified by the words “may,”
“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”
“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,”
“believe,” “could,” “project,” “predict,” “continue,” “target” or
other similar words or expressions. Should one or more of these
risks or uncertainties materialize, or should underlying
assumptions prove to be incorrect, actual results may vary
materially from those indicated or anticipated by such
forward-looking statements. The inclusion of such statements should
not be regarded as a representation that such plans, estimates or
expectations will be achieved. Important factors that could cause
actual results to differ materially from such plans, estimates or
expectations include, among others, (1) that one or more closing
conditions to the stock purchase may not be satisfied or waived, on
a timely basis or otherwise, including that the SBA may not approve
the proposed transactions or that the required approvals by the
shareholders of Rand Capital may not be obtained; (2) the risk that
the proposed transactions may not be completed in the time frame
expected by parties, or at all; (3) the risk that Rand Capital
and/or Rand SBIC may be unable to fulfill the conditions required
in order to elect to be treated as a regulated investment company
for U.S. tax purposes; (4) uncertainty of the expected financial
performance of Rand Capital following completion of the proposed
transactions; (5) failure to realize the anticipated benefits of
the proposed transactions, including as a result of delay in
completing the proposed transactions; (6) the risk that the board
of directors of Rand Capital is unable or unwilling to declare and
pay the special cash and stock dividend or pay quarterly dividends
on a going forward basis; (7) the occurrence of any event that
could give rise to termination of the stock purchase agreement; (8)
the risk that shareholder litigation in connection with the
proposed transactions may affect the timing or occurrence of the
contemplated transactions or result in significant costs of
defense, indemnification and liability; (9) evolving legal,
regulatory and tax regimes; (10) changes in general economic and/or
industry specific conditions; and (11) other risk factors as
detailed from time to time in Rand Capital’s reports filed with the
Securities and Exchange Commission (“SEC”), including Rand
Capital’s annual report on Form 10-K for the year ended December
31, 2018, later filed quarterly reports on Form 10-Q, the
definitive proxy statement for the proposed transactions and other
documents filed with the SEC. Consequently, such forward-looking
statements should be regarded as Rand Capital’s current plans,
estimates and beliefs. Except as required by applicable law, Rand
Capital assumes no obligation to update the forward-looking
information contained in this release.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of solicitation of proxies from shareholders of Rand
Capital in respect of the proposed transactions. Rand Capital has
filed the definitive proxy statement in respect of the proposed
transactions, which was first sent or made available to
shareholders on or about April 18, 2019. INVESTORS OF RAND CAPITAL
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND RELATED
MATTERS. Investors may obtain the definitive proxy statement and
other documents filed by Rand Capital with the SEC from the SEC’s
website at www.sec.gov or from Rand Capital’s website at
www.randcapital.com. Investors and security holders may also obtain
free copies of the definitive proxy statement and other documents
filed with the SEC from Rand Capital by calling Investor Relations
at 716-843-3908.
Participants in the Solicitation
Rand Capital and its directors, executive officers, employees
and other persons may be deemed to be participants in the
solicitation of proxies from the shareholders of Rand Capital in
respect of the proposed transactions. Information regarding the
persons who may, under the rules of the SEC, be considered
participants in the solicitation of Rand Capital shareholders in
connection with the proposed transactions is set forth in the
definitive proxy statement filed with the SEC, which can be
obtained free of charge from the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190418005071/en/
Company:Allen F. ("Pete") GrumPresident and CEOPhone:
716.853.0802Email: pgrum@randcapital.com
Investors:Deborah K. Pawlowski / Karen L. HowardKei
Advisors LLCPhone: 716.843.3908 / 716.843.3942Email:
dpawlowski@keiadvisors.com
/khoward@keiadvisors.com
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