Rand Capital’s Board of Directors
unanimously supports 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 announced that
America’s leading independent proxy advisory firm, Institutional
Shareholder Services (“ISS”), recommends that Rand’s shareholders
vote “FOR” all five proposals at the special meeting of
shareholders to be held on May 16, 2019.
In endorsing this transaction, ISS cited the comprehensive
review process the Board of Directors conducted, the potential
benefits of the transaction and substantial risk of loss (to
shareholder value) if the transaction was rejected.
Erland "Erkie" Kailbourne, Chairman of the Board, commented, “We
are committed to the future potential of Rand and believe East
Asset Management’s investment of $25 million into Rand provides the
best opportunity to grow shareholder value. As a demonstration of
our commitment, the board, management and East intend to take the
expected $1.50 Special Dividend all in stock.”
In its May 3, 2019 report, ISS also noted:
“The strategic committee has been measured in its exploration of
strategic alternatives. The company’s management has consistently
stated during earnings calls and other public communications that
it was evaluating potential alternatives and was willing to
consider pursuing potential transactions. While the dissident may
disagree with the board’s conclusion the strategic committee seems
to have engaged in a comprehensive review of all alternatives
before settling on the sale of shares to East Asset
Management.”
“There is also an argument to be made that the post-transaction
increased portfolio size and lower expense-to-asset ratio could
lead to improved liquidity for the RAND shares.”
“The board has evaluated liquidation as an alternative and found
it to be inferior to the East transaction because it expects the
operating costs during a liquidation would reduce the recovery to a
point that is inferior relative to the value that could be returned
to shareholders following the sale of shares to East and continuing
operations.”
“….waiting and doing nothing is expensive because the costs of
remaining publicly listed and managing the portfolio are
substantial enough, at this scale, to materially impact the value
that would ultimately be returned. In light of the lack of superior
alternatives, the potential benefits from the transaction, and
substantial risk of loss if the transaction is rejected, support
for the transaction is warranted.”
“In the event that the transaction is not approved by
shareholders, shares could reasonably be expected to return to the
$2.30 per share price at which they were trading prior to the
January 25, 2019 announcement. That would be a decline of
approximately 20 percent from present levels.”
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.
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/20190506005360/en/
Company:Allen F. ("Pete") GrumPresident and CEOPhone:
716.853.0802Email: pgrum@randcapital.comInvestors:Deborah K.
Pawlowski / Karen L. HowardKei Advisors LLCPhone: 716.843.3908 /
716.843.3942Email: dpawlowski@keiadvisors.com
/khoward@keiadvisors.com
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