User-Friendly Phone Book Highlights the Fact That ISS Recommended Rand Capital Shareholders Vote Against All Rand Capital Dir...
May 09 2019 - 8:00AM
Business Wire
2017 ISS Report Recommended Total Board
Overhaul, Highlighted Entrenched Interest
Reminds Shareholders to Vote “AGAINST” All
Proposals in the WHITE Proxy Card Today
Questions? Need help? Contact MacKenzie
Partners at 1 (800) 322-2885 or at proxy@mackenziepartners.com
User-Friendly Phone Book, LLC (“User-Friendly”), the largest
shareholder of Rand Capital Corporation (“Rand” or the “Company”)
(NASDAQ:RAND) owning 1,455,993 shares or approximately 23.0% of the
Company, today highlighted the fact that a leading independent
proxy advisory firm, Institutional Shareholder Services (“ISS”)
recommended in 2017 that Rand shareholders vote against all of the
current directors of the company. User-Friendly is urging Rand
shareholders to vote AGAINST Rand’s proposed transaction with East
Asset Management, LLC (“East”) using the WHITE proxy card at the
special meeting of shareholders scheduled to take place on May 16,
2019.
In the 2017 report, ISS’s key takeaway was*:
“The board unilaterally amended the company bylaws which, among
other things, removed the shareholder right to call a special
meeting and to remove a director with or without a cause.”
User-Friendly believes this is a clear act to restrain
shareholder rights, and maintain uncontested Board
representation.
Bruce Howard, Chief Executive Officer of User-Friendly, said,
“On the heels of such a damning recommendation from ISS, Rand,
after diminishing shareholder rights and democracy, entered into a
transaction that gives away control of the company at a severe
discount to net asset value. We believe this is a sweetheart deal
for East Asset Management and a disaster for Rand shareholders. In
our view, the only available option for shareholders is to vote
against the East transaction and demand a full review of strategic
alternatives that could result in a better and fairer transaction
with East or another party, or the full liquidation of the Rand
portfolio.”
Howard added, “The time to act is now. We urge all Rand
shareholders to vote against the East transaction on the WHITE
proxy today.”
DON’T GIVE UP CONTROL OF RAND FOR INADEQUATE
CONSIDERATION
PLEASE VOTE “AGAINST” ALL PROPOSALS ON THE ENCLOSED WHITE PROXY
CARD TODAY.
DISCARD ANY CARD YOU RECEIVE FROM
RAND.
We appreciate your support, and if you need assistance or have
any questions, please call our proxy solicitor, MacKenzie Partners,
Inc., toll-free at (800) 322-2885 or
(212) 929-5500 or by email to
proxy@mackenziepartners.com.
*Permission to use quotations neither sought nor obtained.
CERTAIN INFORMATION CONCERNING THE PARTICIPANT
User-Friendly Phone Book, LLC (“User-Friendly”) is the sole
participant in this solicitation. User-Friendly has filed a
definitive proxy statement 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.
USER-FRIENDLY STRONGLY ADVISES ALL STOCKHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
USER-FRIENDLY WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
USER-FRIENDLY’S PROXY SOLICITOR, MACKENZIE PARTNERS, INC.,
TOLL-FREE AT (800) 322-2885 or (212) 929-5500.
As of the date hereof, User-Friendly owns 1,455,993 shares of
common stock of the Company, representing approximately 23.0% of
the issued and outstanding shares of the Company.
About User-Friendly Phone Book
Operating since 1999, User Friendly Media boasts a portfolio of
print, digital and mobile marketing solutions for small business.
The company’s product suite includes 35 print directories, User
Friendly Apps, a mobile app builder, User Friendly Mobile ads, a
platform for serving locally-targeted mobile ad impressions and
GoLocal247.com, one of the fastest growing local business directory
websites in the country.
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version on businesswire.com: https://www.businesswire.com/news/home/20190509005305/en/
Investor Contact:Paul Schulman / David WhisselMacKenzie
Partners212-929-5500Media Contact:Dan Gagnier / Jeffrey
MathewsGagnier Communications646-569-5897
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