Wynnefield Capital Strongly Opposes "Take Under" Sale Of Checkpoint System To CCL Industries

NEW YORK, March 30, 2016

Nelson Obus, President, CIO and Founder of Wynnefield Capital, said, "The deal price to which Checkpoint's Board has agreed is utterly inadequate and an affront to the Company's shareholders.  Checkpoint is a company with a promising future – strong business fundamentals, including a blue-chip customer base, attractive recurring revenue, robust free cash flow and significant RFID opportunity growth.  Checkpoint's Board has chosen to forego the Company's intrinsic value and accepted a take-under buyout based on a discounted EBITDA multiple and at a price that is 25% below where the stock traded just one year ago.  Wynnefield Capital joins like-minded shareholders in urging Checkpoint shareholders to reject this value-destroying transaction."

Poor Corporate Governance

Wynnefield Capital is deeply concerned with the Board's longstanding, inferior corporate governance practices.  These shareholder unfriendly practices enabled the shocking decision to sell the Company at a deep discount, depriving shareholders of long term value and likely simultaneously rewarding directors and management with undeserved change in control payouts.

Wynnefield Capital reminds Checkpoint shareholders and members of the investment community that just 10 months ago, Institutional Shareholder Services (ISS), one of the leading proxy advisory firms, analyzed the Company's governance practices and awarded Checkpoint a risk rating of '10,' the lowest possible rating that can be awarded to any company. 

At the time, ISS urged shareholders to vote against an advisory vote on executive compensation, citing the lack of alignment of pay with stock price performance and use of above-median benchmarking for executive compensation.  Checkpoint shareholders heeded ISS' guidance, overwhelmingly voting against the Company's compensation plan and sending an unambiguous message to Board.  Yet, the Company once again ignored shareholders' wishes and instead of implementing changes, the Board rewarded the head of Checkpoint's compensation committee by promoting him to Chairman. 

This is the track record of a Board that should not be trusted as fiduciaries and the disastrous deal with CCL is further evidence of that. Therefore, shareholders should be given the opportunity to vote for the nominees who they feel most properly represent their best interests.