Pinnacle Fund and Red Oak Partners Reject Claims Made by ASUR and Challenge ASUR's Directors to Disclose Information to Sharehol
July 07 2009 - 10:00AM
PR Newswire (US)
NEW YORK, July 7 /PRNewswire/ -- Pinnacle Fund ("Pinnacle") and Red
Oak Partners rejected the allegations in the June 30 and July 1
press releases by Asure Software's ("ASUR's") Board of Directors
and management and called on them to disclose the information
described in Pinnacle's June 29 press release which was originally
requested in Pinnacle's June 15 letter to ASUR's Board, such as how
many hundreds of thousands of shareholder dollars have been paid to
the Chairman's son and on executive's visits to the prestigious
"Cooper Clinic" in Dallas, as well as basic information such as the
final voting results and how much was spent on ASUR's Board's
failed Go-Private effort. David Sandberg, Pinnacle's portfolio
manager, noted that Asure's actions in response to this call for
information have been to attack Pinnacle and its nominees, to file
meritless litigation in an attempt to distract shareholders from
the mismanagement of the company, and to bully their critics into
silence. "Pinnacle believes ASUR's desperate desire to avoid its
shareholders led it to sue not just Red Oak and Pinnacle but
numerous (12) other unaffiliated shareholders, including many whom
Pinnacle has never spoken to or met with and all of whom Pinnacle
and Red Oak have no economic affiliation with." Mr. Sandberg
continued, "ASUR's agenda is transparent - they named every
shareholder who openly opposed them in an attempt to characterize
all critics as a single 'group,' giving ASUR's Directors a greater
chance to preserve themselves in office. They even alleged a
supposed plan to take over the company and liquidate its assets
which has no basis in fact or reason. Since ASUR's Directors first
joined the company, its share price has declined over 90% as it has
reported in excess of $40 million in net losses. During this time,
Directors have not bought stock yet have repriced their own options
not once but twice. We believe they know they do not have
shareholder support in part because of the comments on public
message boards, and as evidenced by what we believe was an
overwhelming rejection of their Go-Private efforts." Mr. Sandberg
disclosed that Pinnacle and Red Oak have filed preliminary proxy
materials with the Securities and Exchange Commission as the next
step towards holding the Asure board accountable to shareholders.
"We intend to proceed in as orderly a fashion as possible to give
shareholders a real chance to tell this board exactly what they
think of its history of losses and its tactics of avoidance," he
said. "Our slate of nominees has industry experience and their
share ownership (multiple times that of ASUR's Directors) aligns
them directly with shareholders. Our proxy material set out an
agenda to begin a cost reduction effort first disclosed in a June 9
email sent to ASUR's Chairman (and then CEO) Richard Snyder, but
Asure has responded by avoiding questions, attacking its critics,
and claiming that this information was never provided." Mr.
Sandberg also noted a new disclosure from the lawsuit Asure filed.
"Asure disclosed in their lawsuit that they now have just over $8
million in cash and thus have burned a whopping $3 million in
shareholder money in just 2 months since the April 30 quarter
ended. We believe this cash burn is far greater than any
shareholder would have expected given ASUR's continual forecasts
for growth and claims that ASUR is nearing year-end EBITDA
breakeven. This cash burn can only be explained either by an
increase in operating losses or a significant non-operating spend
since the end of the April quarter (such as excessive amounts spent
on their failed Go-Private effort which they have still refused to
disclose), or both. Either way, we believe ASUR's unwillingness to
disclose how it has spent shareholder money and to answer any
questions from shareholders is largely explained by the magnitude
of this loss in the face of their publicly claimed efforts to
reduce costs. How much more are these incumbents prepared to spend
to keep themselves in control at any cost to shareholders?" said
Mr. Sandberg. "When ASUR's Directors were publicly questioned about
how they spent shareholder money, they promptly responded by
refusing to disclose the requested information to shareholders,
refusing to allow shareholders to ask questions on a public call
after reporting what we view as an awful quarter (with a $1.4
million operating loss and a $1 million cash burn), and filing a
lawsuit to silence their critics. This should concern all
shareholders as it does us," said David Sandberg. Mr. Sandberg asks
the Asure management, "We have publicly released our
correspondence. Why are we the only ones disclosing information
while you are attempting to misdirect shareholders from the
important points - where has shareholder money gone? Even in your
June 30 press release, ASUR avoids all mention of the requested
items. If the requested information is not damaging, disclose it.
If you're not paying your son large sums of our money, disclose it.
If you have not sent executives for years to an elite and
incredibly pricey Cooper Clinic, please tell us. If you have not
spent absurd amounts of shareholder money on a wasteful Go-Private
effort where someone dared to 'oppose' you and is now asking about
it - after shareholders soundly defeated your wasteful proposals
across the board - please tell us. However, we are openly concerned
that you have done all of these things and that your refusal to
disclose information or allow shareholders to communicate with you
is an effort to hide this information. As a public company, ASUR
should disclose information to the owners of the business,
especially as none of these requests relate to information ASUR
would need to withhold from its competition." Mr. Sandberg
concludes, "we intend to vigorously defend these attacks and
litigation clearly aimed at hiding information and sterilizing the
voting power of shareholders who oppose entrenched Directors. We
encourage any and all shareholders who are as outraged as we are to
ask ASUR where shareholder money has been spent - and why." Red
Oak's and Pinnacle's filings can be found at http://www.sec.gov/ by
selecting "Search" at the top right and then typing "forgent" into
the box asking for the Company Name. If you have further questions
please contact David Sandberg at (212) 614-8952 or . Important
Information Pinnacle intends to file a definitive proxy statement
soliciting votes for Pinnacle's nominees to the Company's board of
directors. Pinnacle is not asking you at this time to vote on its
slate of directors. Once Pinnacle's definitive proxy statement for
the annual meeting becomes available, Pinnacle strongly advises
stockholders to carefully read that definitive proxy statement, as
it will contain important information. Information concerning
Pinnacle and any other persons deemed participants in Pinnacle's
solicitation of proxies from stockholders in connection with the
annual meeting will be available in Pinnacle's definitive proxy
statement for the annual meeting. Once Pinnacle's definitive proxy
statement for the annual meeting becomes available, stockholders
will be able to obtain, free of charge, copies of that statement
and any other documents Pinnacle files with or furnishes to the
Securities and Exchange Commission through the Securities and
Exchange Commission's website at http://www.sec.gov/. DATASOURCE:
Pinnacle Fund CONTACT: David Sandberg, +1-212-614-8952,
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