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Edgewater Technology Sends Letter to StockholdersWAKEFIELD, Mass., Jan. 17, 2017 (GLOBE NEWSWIRE) -- Edgewater Technology, Inc. (“Edgewater”) (NASDAQ:EDGW), a leading consulting firm that helps business leaders drive transformational change through its unique selection of business and technology services and specialized product-based solutions, today sent a letter to stockholders urging them to support the Company’s highly-qualified Board of Directors and reject Ancora’s nominees by signing, dating, and returning Edgewater’s BLUE consent revocation card.
Included below is the full text of the letter to Edgewater stockholders: January 17, 2017 Dear EDGW Stockholder: PROTECT YOUR INVESTMENT IN EDGEWATER TECHNOLOGY Please sign, date and return the enclosed BLUE CONSENT REVOCATION CARD today! Please DO NOT sign or return any materials sent to you by Ancora Advisors DO NOT ALLOW ANCORA TO DISRUPT EDGEWATER’S MOMENTUM Ancora Advisors LLC, an investment vehicle holding approximately 9 percent of the Company’s outstanding shares, recently commenced a process seeking to remove up to four of the current independent members of the Board of Directors of Edgewater. If successful, Ancora nominees will:
Allowing half of Edgewater’s Board seats to be filled by Ancora’s hand-picked candidates who we believe, not only lack a reasonable plan to create stockholder value but have limited, if any, related industry or public board experience, is not in the best interests of all stockholders. OUR STRATEGY We remain steadfast in our commitment to serving the best interests of all stockholders and enhancing stockholder value. Your Board is executing on a well-defined strategic plan which has positioned the Company for growth and created shareholder value. Consider the following:
[1] Source: FactSet as of Jan. 7, 2017 An infographic accompanying this announcement is available at //www.globenewswire.com/NewsRoom/AttachmentNg/eff44e87-6179-40dc-a95d-6f2802b5f218 Our industry is experiencing a fundamental shift due to growing adoption of cloud-based software by our partners, peers, and competitors. Your Board and management team have been proactive, taking clear and concrete steps to adapt and position Edgewater to benefit from these emerging market dynamics and the ongoing digital transformation. Conversely, Ancora is seeking to abandon Edgewater’s strategy and break-up the Company before the full benefits of its strategic plan can be realized. Further, we believe its nominees lack the relevant experience to guide the Company in executing its strategic plan. EDGEWATER’S BOARD SERVES THE INTERESTS OF ALL STOCKHOLDERS Edgewater recently completed a robust, eleven-month review of strategic alternatives following a public announcement in November 2015, including a thorough evaluation of a potential sale, merger, spin-off, and separation of selected businesses with the assistance of experienced financial advisors. Throughout the process, the Board actively participated in 22 meetings and helped conduct outreach to 66 total potential suitors. At the end of the review, the Board and its advisors unanimously determined that any sale or separation of Edgewater and its businesses was highly unlikely to enhance stockholder value and concluded that the continued execution of the Company’s stand-alone strategy provides the best path toward maximizing value for all stockholders. ANCORA HAS NO PLAN AND WILL BE DISRUPTIVE FOR OUR BUSINESS Ancora has not offered any specifics on how its nominees would create stockholder value if they are unable to negotiate a sale, which based on the Board’s recent review, would likely erode – rather than create – stockholder value. This is especially worrisome given that three of Ancora’s four nominees have never worked at or been associated with any company in a relevant industry and appear to lack the experience necessary to guide the Company forward. In contrast, Edgewater has strong, independent, and experienced directors who are equipped to continue to lead the Company in executing its strategic plan. Edgewater recently strengthened its board composition with the addition of two, new independent members in March 2016 – Stephen Bova and Timothy Whelan. Furthermore, Edgewater’s CEO Shirley Singleton and Chief Technology Officer David Clancey – who have been subject to baseless attacks by Ancora – beneficially own approximately 12.4 percent of the Company’s common stock (and our directors and management collectively beneficially own 21.8 percent), clearly aligning their interests with the interest of the Company’s stockholders. YOUR TIMELY RESPONSE IS IMPORTANT – DO NOT ALLOW ANCORA TO TAKE CONTROL OF YOUR INVESTMENT Edgewater’s Board urges you to reject the solicitation efforts of Ancora by promptly completing, the enclosed BLUE Consent Revocation Card. Simply follow the instructions on the BLUE consent revocation card. If you have any questions regarding the Consent Revocation Statement or about submitting your BLUE Consent Revocation Card, or otherwise require assistance, please call Alliance Advisors toll-free at Tel: (855) 973-0097 (Toll Free) or send an email to [email protected] You are urged NOT to sign any WHITE consent cards. Please be aware that if you sign a WHITE consent card but do not check any of the boxes on the card, you will be deemed to have consented to all of the Proposals in Ancora’s Consent Statement. Thank you for your continued support. On Behalf of the Board of Directors of Edgewater Technology, Inc., Shirley Singleton, Wayne Wilson Forward Looking Statements These factors may cause the Company's actual results to differ materially from those contemplated, projected, anticipated, planned or budgeted in any such forward-looking statements. Although the Company believes that the expectations in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, growth, earnings per share or achievements. However, neither the Company nor any other person assumes responsibility for the accuracy and completeness of such statements. Except as otherwise required, the Company undertakes no obligation to update any of the forward-looking statements after the date of this document to conform such statements to actual results. Additional Information Participants in Solicitation Contacts Company/Investor Contact: Timothy R. Oakes Chief Financial Officer Phone: (781) 246-3343 E-mail: [email protected] Media Contact: Sard Verbinnen & Co Bryan Locke / Debbie Miller Phone: (312) 895-4700 E-mail: [email protected]/ [email protected] |