User-Friendly to Push for Value Maximizing Change at Rand Capital if
Shareholders Reject Flawed Take-Over by East Asset Management
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
THE
WOODLANDS, Texas May
14, 2019
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 Companys net asset value, User-Friendly intends to take actions to effect significant change in Rands 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 Rands 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 Rands true value, exploiting Rands 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 Rands 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
Companys portfolio that should benefit Rand shareholders, not the owners of East Asset Management.