Pinnacle Fund and Red Oak Partners Propose Settlement to ASUR in Effort to Avoid Continued Spending of Stockholder Money
July 13 2009 - 6:18PM
PR Newswire (US)
NEW YORK, July 13 /PRNewswire/ -- Pinnacle Fund ("Pinnacle") and
Red Oak Partners, seeking to set to rest the allegations in the
June 30 and July press releases by Asure Software's ("ASUR's")
Board of Directors, proposed an agreement whereby Pinnacle would
not propose, and would agree not to vote for, any liquidation of
the Company unless a majority of ASUR's other holders did so. "We
have no problem agreeing not to do something we never planned to do
in the first place," said David Sandberg, Pinnacle's portfolio
manager, "and we make this offer so that the Board does not have
any reason to keep spending stockholder money to prevent us from
doing something we do not want to do." The full text of Pinnacle's
offer to the Board is as follows: Dear Board of Directors: We have
noted your public statements and your recently filed litigation in
which you repeat your theory that Pinnacle Fund, Red Oak Partners
and others have somehow or other formed a "Group" with the purpose
of taking over Forgent Networks, Inc. ("ASUR" or the "Company") and
liquidating or selling its assets. As you are aware, we have on
several occasions denied any intention of the sort. However, we do
not wish you to continue to spend significant amounts of
stockholder money suing us to prevent us from doing something which
we have never sought or intended to do in the first place.
Therefore, to remove any concern on your part that we are intending
to liquidate the Company, we hereby make the following offer to
you: -- We will agree not to buy any more shares of the Company's
stock through July 31, 2010. -- We will agree not to propose a
liquidation of the Company, and agree, for a period of 3 years,
that if there is put to the vote of ASUR stockholders any proposal
to sell its assets or to liquidate the Company, we and our
affiliates will vote all shares of stock held or controlled by us
in accordance with the vote of a majority of the shares voting
which we do not own. -- To further ensure full and accurate
disclosure to investors of all material information, we will permit
you to comment on the description in our proxy materials of your
allegations and our denial that we formed a group, along with this
settlement, provided you include substantially the same language in
the Company proxy materials. -- The litigation you have filed
against us would be dismissed, thereby saving Company funds.
Although we significantly disagreed with you about the Company's
attempt to go private, we wish to provide you absolute assurance
that this opposition was not designed to let us sell the Company's
assets. We believe that our offer assures that the liquidation you
see as our goal will not occur and are prepared to have our counsel
meet with yours to structure an appropriate, legally binding
agreement to this effect. We hope to hear from you soon. Mr.
Sandberg noted that Pinnacle and Red Oak will revise the
preliminary proxy materials they have filed with the Securities and
Exchange Commission to disclose this offer. "We continue to deny
that we have acted as a group with others or that we have any
improper purpose in seeking to elect new directors for ASUR."
Sandberg said. "As we have said all along, our goal is to see
ASUR's Board aligned with stockholders by share ownership, and not
to control the Company. If all our nominees are elected we will not
control the board, because we named people independent of us to our
slate." 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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