User-Friendly to Push for Value Maximizing Change at Rand Capital if Shareholders Reject Flawed Take-Over by East Asset Manag...
May 14 2019 - 5:38PM
Business Wire
User-Friendly to Nominate Directors, Committed
to Complete Review of Strategic Options Including Value-Maximizing
Liquidation
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 committed to push for positive change at Rand on
behalf of all shareholders. Upon shareholders rejecting the flawed
take-over by East Asset Management, LLC (“East”), which would give
away control of the Company at a 41% discount to the Company’s net
asset value, User-Friendly intends to take actions to effect
significant change in Rand’s board of directors, including
proposing its own slate of directors and, if necessary, demanding
the Company to call a special meeting of shareholders for the
election of directors.
User-Friendly is confident that with new, qualified and
independent directors, the Company can perform a comprehensive
review of all strategic options, leading to an outcome that yields
substantially more value for Rand shareholders than the proposed
transaction with East.
User-Friendly continues to urge Rand shareholders to vote
AGAINST Rand’s proposed transaction with East using the WHITE proxy
card at the special meeting of shareholders scheduled to take place
on May 16, 2019.
Bruce Howard, Chief Executive Officer of User-Friendly, said,
“We believe the proposed transaction with East Asset Management
transfers control of Rand at a substantial discount to Rand’s true
value, exploiting Rand’s poor performance under its current
management and board of directors. We have spoken with many Rand
shareholders who share our deep concern and desperately want an
alternate path in order to maximize the value of their investment.
For this reason, we intend to push for meaningful change in Rand’s
board of directors once shareholders have rejected this takeover by
East.”
Howard continued, “With the new directors, the Company can
pursue a comprehensive review of all opportunities to maximize
value for Rand shareholders, including soliciting a higher offer
from East or another third-party, and an orderly liquidation of
assets at or above their net asset value. This is something we have
reason to believe current management did inadequately, despite its
fiduciary duty to do so, based on our inquiries. We also strongly
believe, based on multiple recent sales by the Company of assets at
or above their reported net asset value, that there is significant
value in the Company’s portfolio that should benefit Rand
shareholders, not the owners of East Asset Management.”
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.
User-Friendly appreciates 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.
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/20190514006089/en/
Investors:Paul Schulman / David WhisselMacKenzie
Partners212-929-5500
Media:Dan Gagnier / Jeffrey MathewsGagnier
Communications646-569-5897
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