User-Friendly Phone Book, LLC Mails Letter to Stockholders of Rand Capital Corp. Announcing Intention to Deliver Proxy Materi...
April 22 2019 - 8:30AM
Business Wire
Urges Stockholders to Refrain from Voting
Until They Receive User-Friendly’s Proxy Materials
User-Friendly Phone Book, LLC (“User-Friendly”), the largest
stockholder of Rand Capital Corporation (the “Company” or “Rand”)
(NASDAQ:RAND), announced today that it has sent a letter to the
stockholders of Rand notifying them that User-Friendly plans on
filing with the Securities and Exchange Commission, and delivering
to stockholders, its own proxy materials, which will detail
User-Friendly’s reasons for voting against all of the proposals to
be voted upon at the special meeting of stockholders of Rand,
scheduled for May 16, 2019.
User-Friendly’s letter urges Rand stockholders to wait until
they have received User-Friendly’s proxy materials and WHITE proxy
card before voting on any of the proposals to be voted upon at the
special meeting.
The full text of the letter appears below.
IMPORTANT NOTICE TO RAND CAPITAL CORPORATION
STOCKHOLDERS:
PLEASE
WAIT!
PLEASE DO NOT
SEND BACK THE COMPANY’S PROXY CARD
PLEASE DO NOT
PROVIDE THE COMPANY WITH YOUR VOTING INSTRUCTIONS OVER THE
PHONE
April 22, 2019
Dear Fellow Stockholders,
I am Bruce Howard, Chief Executive Officer of User-Friendly
Phone Book, LLC (“User-Friendly”), the largest individual
stockholder of Rand Capital Corporation (“Rand” or the “Company”).
User-Friendly is very concerned that Rand’s proposed transaction
with East Asset Management, LLC (“East”) is not in the best
interests of the Company or its stockholders. We plan on filing a
proxy statement with the Securities and Exchange Commission and
will soon provide you with information regarding why User-Friendly
believes that the terms of the proposed transaction with East are
inadequate and not in the best interests of the Company or its
stockholders.
User-Friendly urges you to refrain from voting until you have
had an opportunity to review our proxy materials and to understand
better our objections to the proposed transaction with East. You
deserve the opportunity to review the information regarding why we
believe the terms of the proposed transaction are inadequate and to
decide for yourself what best serves your interests.
Under the Stock Purchase Agreement with East, Rand has agreed to
sell control of the Company for $3.00 per share, or aggregate
consideration of $25.0 million in a mix of cash and private
investments. For the reasons that will be explained in detail in
our proxy materials to be delivered to you shortly, we intend to
vote AGAINST the proposed transaction.
By now you have likely received the proxy materials and a proxy
card from Rand for the Special Meeting scheduled to be held on May
16, 2019. The Rand proxy statement, among other things, is asking
you to approve the proposed transaction with East.
Please do NOT respond to any
solicitation made by Rand’s management and do NOT return a proxy card voting for the proposed
transaction with East.
You will soon be receiving our proxy statement and our
WHITE proxy card urging you to vote
AGAINST the proposed transaction with
East by voting AGAINST each proposal
to be voted upon at the Special Meeting.
Our interests are aligned with yours—to maximize the
value of our investment in Rand.
• DO NOT return the proxy card sent to you by
Rand.
• DO NOT allow Rand’s proxy solicitor to call
you at home.
• DO NOT allow Rand to take your vote over
the telephone.
We appreciate your support, and if you have any questions,
please call our proxy solicitor MacKenzie Partners toll-free at
800-322-2885 or collect at 212-929-5500.
Sincerely,
Bruce HowardChief Executive OfficerUser-Friendly Phone Book,
LLC
CERTAIN INFORMATION CONCERNING THE
PARTICIPANT
User-Friendly Phone Book, LLC (“UFPB”) is the sole participant
in this solicitation. UFPB plans on making a filing with the
Securities and Exchange Commission (“SEC”) consisting of a proxy
statement and accompanying WHITE proxy card to be used to solicit
proxies to vote against the proposed transaction with East Asset
Management, LLC at the Special Meeting of Stockholders of Rand
Capital Corporation (the “Company”) scheduled to be held on May 16,
2019.
UFPB STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, UFPB WILL PROVIDE COPIES
OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO UFPB’S PROXY SOLICITOR, MACKENZIE
PARTNERS, INC., TOLL-FREE AT (800) 322-2885 or (212) 929-5500.
As of the date hereof, UFPB owns 1,455,993 shares of common
stock of the Company, representing approximately 23.0% of the
issued and outstanding shares of the Company.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190422005224/en/
Matthew BretziusFischTank Marketing and
PRmatt@fischtankpr.com
Rand Capital (NASDAQ:RAND)
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