BlueLine Comments on Latest Management Self-Dealing at Criticare
September 29 2006 - 3:23PM
PR Newswire (US)
DANVILLE, Calif., Sept. 29 /PRNewswire/ -- BlueLine Partners today
commented on recent changes to management employment contracts at
Criticare Systems, Inc. (AMEX:CMD). In an SEC filing yesterday,
Criticare disclosed that the employment contracts of six Criticare
executives have been amended to give each executive the right to
quit the company and receive substantial severance payments, the
acceleration of all unvested options and other significant benefits
if BlueLine's current stockholder consent solicitation is
successful. If triggered, the cash payments alone would exceed $1.8
million. "We are not surprised by this blatant attempt to place
management's interests ahead of those of the stockholders," said
William Moore, a director at BlueLine. "The board is attempting to
create a form of poison pill to deter stockholders from exercising
their rights under both Delaware law and the company's bylaws to
make changes to the board. If the current board doesn't like the
decision made by a majority of Criticare's stockholders, they would
punish all of the stockholders by using the company's money to
create a cash incentive for management to quit," Moore continued.
"There is no legitimate business purpose to these actions," said
Scott Shuda, a director at BlueLine. "While properly crafted
severance arrangements can serve to retain management, these
changes do exactly the opposite. I don't see how anyone can pretend
that provisions designed to simultaneously strip the company of
both its management and its cash is in any way beneficial to
Criticare's stockholders," Shuda continued. "Management recently
used the company's money to mail letters to stockholders full of
false statements on how BlueLine has plans to harm the company,"
said Moore. "Now they've done something far worse than anything
they attributed to BlueLine -- Criticare can't operate properly if
it has to pay two management teams simultaneously. This is yet
another example that the interests of management and the current
board are not properly aligned with those of Criticare's
stockholders and is further evidence that changes need to be made
at Criticare," Moore continued. BlueLine is exploring the legal
remedies available to Criticare stockholders to rescind these
agreements and to hold members of Criticare's board personally
liable for breaching their fiduciary duties. BlueLine is confident
that a re-formed board of directors will resolve this issue in a
manner consistent with stockholder interests. Additional
Information and Where to Find It BlueLine has filed a consent
solicitation statement and other relevant materials with the
Securities and Exchange Commission ("SEC"). Before making any
voting decision with respect to the proposed solicitation,
Criticare stockholders are urged to read the consent solicitation
statement and other relevant materials because they will contain
important information about the proposed solicitation. The consent
solicitation statement and other relevant materials, and any other
documents filed by BlueLine with the SEC, may be obtained free of
charge at the SEC's website at http://www.sec.gov/ . In addition,
copies of the consent statement are available at BlueLine's website
at http://www.bluelinepartners.com/ or by mail to BlueLine, 4115
Blackhawk Plaza Circle, Danville, CA 94506, attention: Scott A.
Shuda, telephone: 925-648-2085. You may also read and copy any
reports, statements and other information filed with the SEC at the
SEC public reference room at 100 F Street N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's
website for further information on its public reference room.
Interests of Certain Persons in the Solicitation BlueLine and its
officers may be deemed to be participants in the solicitation of
consents from Criticare stockholders in favor of the proposed
consent solicitation. William M. Moore, an officer of BlueLine, has
interests in the transaction that may differ from the interests of
Criticare stockholders generally, inasmuch as he will be elected to
the Criticare board of directors if the consent solicitation is
successful. These interests are described in the consent
solicitation statement. DATASOURCE: BlueLine Partners CONTACT:
Scott A. Shuda of BlueLine Partners, +1-925-648-2085 Web site:
http://www.sec.gov/ Web site: http://www.bluelinepartners.com/
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