PR Newswire
NEW YORK, June 7, 2018
NEW YORK, June 7, 2018 /PRNewswire/ -- Sidus Investment Management, LLC and BLR Partners LP (together, "Sidus," "we" or "us"), collectively one of the largest stockholders of Acacia Research Corporation ("Acacia" or the "Company") (NASDAQ: ACTG), with aggregate ownership of approximately 4.6% of the Company's outstanding shares, today sent a letter to Acacia stockholders urging them to support much needed change at the Company by voting for the election of its nominees Clifford Press and Alfred V. Tobia Jr. to the Board of Directors (the "Board") at the upcoming 2018 Annual Meeting of Stockholders (the "Annual Meeting"), scheduled to be held on June 14, 2018. All Sidus materials are available at www.RescueAcacia.com.
The full text of the letter follows:
June 7, 2018
Dear Fellow Acacia Stockholders:
We collectively beneficially own approximately 4.6% of the outstanding shares of Acacia, making us one of the Company's largest stockholders. As you know from all the money Acacia is spending on its efforts to re-elect the incumbent architects of its failed status quo, the June 14th Annual Meeting is quickly approaching, and you face a critical decision regarding the future of your investment. Will you:
Vote for two highly qualified stockholder representatives with demonstrated track records of success in achieving positive change for stockholders, both of whose election was recommended by Institutional Shareholder Services (ISS), one of the leading independent proxy advisory firms, and who will seek to protect stockholders' best interests?
OR
Stick with the troubling status quo, including a Board that has destroyed stockholder value, has become increasingly entrenched, hasn't appointed a permanent CEO for almost two and a half years, gambles with stockholder money and creates outlandish compensation schemes that benefit insiders at your expense?
We have nominated two highly qualified candidates, Clifford Press and Alfred V. Tobia Jr., for election to Acacia's Board. Below we have reiterated the facts you should consider when voting your shares and have addressed certain misleading information and inaccuracies dispensed by the Company regarding Sidus and its nominees. We urge stockholders to vote for BOTH Sidus nominees on the BLUE proxy card, as we truly believe the removal of Messrs. Graziadio and Walsh is necessary to protect your investment and maximize stockholder value. If you have already voted a White proxy card, you can easily change your vote. Voting the enclosed BLUE proxy card will revoke your prior vote.
Acacia has already provided its stockholders with ample evidence of how it will conduct itself if both Sidus nominees are not elected. Consider the following:
FACT: Acacia Has Destroyed Significant Stockholder Value – and Then Fabricated its Peer Group to Try and Mask the Value Destruction
FACT: Acacia Lacks a Functioning Organizational Structure – Urgent Change is Needed Now
FACT: The Veritone Investment Illustrates the Lack of Risk Controls at Acacia.
FACT: The Bitzumi Investment Made Veritone Look Like a Treasury Bond – Acacia Invested at a $300 Million Valuation for a Bitcoin Startup With Only Two Full Time Employees
FACT: The Acacia Board has Appointed More Than Half its Members Into its Classified Board Structure Without a Stockholder Vote
FACT: Acacia (under guidance of Walsh and Graziadio) Created the Highly Irregular "Profits Interest Plan" – Taking 40% of the Veritone Warrant Away From Stockholders
DO NOT BE MISLED BY THE MISREPRESENTATIONS AND DISTORTIONS ACACIA HAS MADE THROUGHOUT THIS ELECTION CONTEST
FACT: Acacia Has Engaged in a Campaign of Personal Attacks Against Our Highly Qualified and Accomplished Nominees in a Desperate Attempt to Mislead Stockholders
FACT: Sidus Was Offered a "Last-Ditch" Settlement Offer During This Contest That Would Only Perpetuate the Continuing Problems at Acacia
THE SIDUS NOMINEES' ONLY PRIORITY IS PROTECTING STOCKHOLDER INTERESTS
FACT: Sidus Has a Sensible Value Creation Platform
A) End the anti-stockholder governance policies and actions. Specifically:
B) Restructure compensation for the benefit of Acacia stockholders.
Based on Acacia's track record, Sidus believes there is overwhelming evidence this Board is incapable of acting in stockholders' best interests unless both of our nominees are elected to the Board and Louis Graziadio's influence is permanently removed. Do Acacia stockholders believe that anything from our platform will voluntarily be implemented by the Company without the presence of our nominees? Only through continued stockholder pressure and the election of our two nominees, Clifford Press and Alfred V. Tobia Jr., will Acacia's stockholders' investments be protected.
Who better than our nominees – two fiduciaries, one with an audited long-term track record of creating value in technology investments and the other with significant public board experience – to represent stockholders in the boardroom of a Company that has favored insiders' interests over those of stockholders?
Despite Acacia's attempts to portray us as short-term investors interested in financial engineering, the precise opposite is true. We are long-term holders with only one goal, like you, maximizing the value of our investment.
We stand for:
1) Maximizing Acacia's Patent Portfolio
2) Optimizing the Risk of the Veritone Investment
3) Improving Corporate Governance
We believe Acacia's dysfunctional Board structure, unaccountable governance regime, misaligned compensation scheme and lack of basic risk management skills is the only evidence Acacia stockholders need to understand why it is critical to elect BOTH Sidus nominees at this year's June 14th Annual Meeting. Please vote for change on the enclosed BLUE proxy card TODAY for Sidus nominees Clifford Press and Alfred V. Tobia Jr.
Don't miss your chance at the upcoming Annual Meeting scheduled for June 14, 2018 to remove Messrs. Graziadio and Walsh from the Board and elect responsible representatives dedicated to ensuring stockholders' best interests are paramount in the boardroom.
Don't let your investment be lost – vote now for change.
Sidus urges all stockholders to vote the BLUE proxy card today! Only your latest dated proxy card counts.
Sincerely,
Sidus Investment Management, LLC and BLR Partners LP
1 Bloomberg.
2 Acacia letter, June 4, 2018.
3 Acacia Investor Presentation, May 24, 2018.
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SOURCE Sidus Investment Management, LLC
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