Welcome!

News Feed Item

Voce Capital: Intevac Blatantly Misleads Shareholders Once Again Regarding Voce’s Attempts to Resolve Proxy Contest

Voce Capital Management LLC (“Voce”) responded today to the latest false and misleading press release from Intevac, Inc. (“Intevac” or the “Company”) (Nasdaq:IVAC), which distorts reality by misstating and omitting several material facts regarding Voce’s latest effort to amicably resolve the proxy contest with Intevac. Voce also today clarifies the facts regarding these matters so that shareholders can judge for themselves whom to trust.

The facts are as follows:

  • Voce, not Intevac, initiated the settlement negotiations Friday, May 2, 2014 by J. Daniel Plants, Voce’s Managing Partner, phoning Norman Pond, Intevac’s Chairman, and offering to resolve the dispute if Intevac would place Marc T. Giles on the Board;
  • Voce asked Mr. Pond if that solution would be acceptable to Intevac’s Board, given that Intevac had previously agreed to do so and that both ISS and Glass Lewis had supported Mr. Giles’ appointment, to which Mr. Pond agreed and stated he would take it to the Board for approval and wouldn’t be doing so unless he believed they would accept it;
  • Mr. Pond requested that Voce place its offer in writing, which Voce immediately did;
  • Unfortunately, Intevac’s advisor again overaggresively inserted itself into the discussion, which was taking place exclusively between the principals, and began posturing to reject Voce’s proposal, which Intevac subsequently did;
  • In an effort to move the discussion forward, Voce then executed and delivered to Intevac the same settlement agreement that Intevac entered into in its December 2013 settlement with Mr. Drapkin in December, and sent a marked document showing the few conforming changes that were made;
  • As is customary in such settlement agreements, Voce included the provision from Mr. Drapkin’s settlement agreement regarding reimbursement for “documented out-of-pocket expenses”, in an amount consistent with the disclosure in Voce’s proxy statement – which Intevac disingenuously described as a demand for “financial compensation”; and
  • Voce agreed to Intevac’s request for confidentiality while the parties worked toward resolution and Voce once again agreed to make Mr. Giles available for an interview, yet Intevac never even asked to meet him.

J. Daniel Plants, Voce’s Managing Partner said, “Intevac’s Board has consistently deceived shareholders throughout this process about our intentions and about the course of dealing between the parties. Intevac misled shareholders last fall about our role in securing the initial capital return and the circumstances under which they appointed a new director, both in reaction to our efforts. Intevac distorted our policy positions – falsely claiming, for example, that we sought to liquidate the company. As Glass Lewis found, ‘while the board claims that the Dissident is trying to get the Company to go through with a fire-sale liquidation process, we have found no statements from the Dissident suggesting this claim to be true.’”

Mr. Plants continued: “Intevac has repeatedly misled shareholders about the settlement negotiations, asserting last time that the discussions failed over ‘interviewing’ candidates when that was not true, and claiming now that ‘attempts to reach deal with Voce rejected’ and ‘settlement discussions contingent upon Voce’s Capital’s unreasonable demands’ when in reality we approached them and offered in writing to accept the appointment of only one director on customary terms that Intevac has recently accepted in settling with Mr. Drapkin. Yet Intevac rejected it with the ludicrous suggestion that it would ask a recruiting firm to consider Mr. Giles in the future as part of a broad search for new directors – making no commitment whatsoever to even appoint a new director, let alone Mr. Giles.”

Mr. Plants concluded: “Both advisory services have supported our calls for change at Intevac, and each has recommended that at least one of our nominees be elected. Yet Intevac is so adamant that no outsider be permitted to join the Board that shareholders should ask, ‘After Intevac’s terrible Q1 results, and dramatically lowered outlook, are there still more problems at Intevac that the Board does not want shareholders to discover? If Intevac’s Board is this entrenched, is adding only one outsider enough?’”

ISS and Glass Lewis specifically recommended that shareholders vote on the GOLD proxy card and that they not vote on the management card. Voce continues to urge shareholders to support its three highly-qualified, independent nominees by voting the GOLD proxy card.

About Voce Capital Management

Voce Capital Management LLC is an employee-owned investment manager and the advisor to Voce Catalyst Partners LP, a private investment partnership.

ON APRIL 10, 2014, THE PARTICIPANTS FILED A DEFINITIVE PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY VOCE CAPITAL MANAGEMENT LLC AND THEIR AFFILIATES FROM THE STOCKHOLDERS OF INTEVAC, INC. FOR USE AT ITS ANNUAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY IS AVAILABLE TO STOCKHOLDERS OF INTEVAC, INC. FROM THE PARTICIPANTS AT NO CHARGE AT HTTPS://WWW.PROXY-DIRECT.COM/VCM-25585 AND BY REQUEST, AND IS ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WERE DISSEMINATED TO SECURITY HOLDERS ON OR ABOUT APRIL 14, 2014.

IF YOU HAVE ANY QUESTIONS ABOUT EXECUTING OR DELIVERING YOUR GOLD PROXY CARD, NEED ADDITIONAL COPIES OF VOCE’S PROXY MATERIALS, OR OTHERWISE REQUIRE ASSISTANCE, PLEASE CONTACT:

 

Georgeson

480 Washington Blvd, 26th Floor

Jersey City, NJ 07310

(Toll Free) (800) 314-4549

Voce’s Proxy Statement and GOLD Proxy Card are Available at:
https://www.proxy-direct.com/vcm-25585

More Stories By Business Wire

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Charles Araujo is an industry analyst, internationally recognized authority on the Digital Enterprise and author of The Quantum Age of IT: Why Everything You Know About IT is About to Change. As Principal Analyst with Intellyx, he writes, speaks and advises organizations on how to navigate through this time of disruption. He is also the founder of The Institute for Digital Transformation and a sought after keynote speaker. He has been a regular contributor to both InformationWeek and CIO Insight...
One of the biggest challenges with adopting a DevOps mentality is: new applications are easily adapted to cloud-native, microservice-based, or containerized architectures - they can be built for them - but old applications need complex refactoring. On the other hand, these new technologies can require relearning or adapting new, oftentimes more complex, methodologies and tools to be ready for production. In his general session at @DevOpsSummit at 20th Cloud Expo, Chris Brown, Solutions Marketi...
At the keynote this morning we spoke about the value proposition of Nutanix, of having a DevOps culture and a mindset, and the business outcomes of achieving agility and scale, which everybody here is trying to accomplish," noted Mark Lavi, DevOps Solution Architect at Nutanix, in this SYS-CON.tv interview at @DevOpsSummit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
HyperConvergence came to market with the objective of being simple, flexible and to help drive down operating expenses. It reduced the footprint by bundling the compute/storage/network into one box. This brought a new set of challenges as the HyperConverged vendors are very focused on their own proprietary building blocks. If you want to scale in a certain way, let's say you identified a need for more storage and want to add a device that is not sold by the HyperConverged vendor, forget about it...
"IBM is really all in on blockchain. We take a look at sort of the history of blockchain ledger technologies. It started out with bitcoin, Ethereum, and IBM evaluated these particular blockchain technologies and found they were anonymous and permissionless and that many companies were looking for permissioned blockchain," stated René Bostic, Technical VP of the IBM Cloud Unit in North America, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Conventi...
In this presentation, you will learn first hand what works and what doesn't while architecting and deploying OpenStack. Some of the topics will include:- best practices for creating repeatable deployments of OpenStack- multi-site considerations- how to customize OpenStack to integrate with your existing systems and security best practices.
Michael Maximilien, better known as max or Dr. Max, is a computer scientist with IBM. At IBM Research Triangle Park, he was a principal engineer for the worldwide industry point-of-sale standard: JavaPOS. At IBM Research, some highlights include pioneering research on semantic Web services, mashups, and cloud computing, and platform-as-a-service. He joined the IBM Cloud Labs in 2014 and works closely with Pivotal Inc., to help make the Cloud Found the best PaaS.
The “Digital Era” is forcing us to engage with new methods to build, operate and maintain applications. This transformation also implies an evolution to more and more intelligent applications to better engage with the customers, while creating significant market differentiators. In both cases, the cloud has become a key enabler to embrace this digital revolution. So, moving to the cloud is no longer the question; the new questions are HOW and WHEN. To make this equation even more complex, most ...
As you move to the cloud, your network should be efficient, secure, and easy to manage. An enterprise adopting a hybrid or public cloud needs systems and tools that provide: Agility: ability to deliver applications and services faster, even in complex hybrid environments Easier manageability: enable reliable connectivity with complete oversight as the data center network evolves Greater efficiency: eliminate wasted effort while reducing errors and optimize asset utilization Security: implemen...
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
DXWorldEXPO LLC announced today that Kevin Jackson joined the faculty of CloudEXPO's "10-Year Anniversary Event" which will take place on November 11-13, 2018 in New York City. Kevin L. Jackson is a globally recognized cloud computing expert and Founder/Author of the award winning "Cloud Musings" blog. Mr. Jackson has also been recognized as a "Top 100 Cybersecurity Influencer and Brand" by Onalytica (2015), a Huffington Post "Top 100 Cloud Computing Experts on Twitter" (2013) and a "Top 50 C...
Evan Kirstel is an internationally recognized thought leader and social media influencer in IoT (#1 in 2017), Cloud, Data Security (2016), Health Tech (#9 in 2017), Digital Health (#6 in 2016), B2B Marketing (#5 in 2015), AI, Smart Home, Digital (2017), IIoT (#1 in 2017) and Telecom/Wireless/5G. His connections are a "Who's Who" in these technologies, He is in the top 10 most mentioned/re-tweeted by CMOs and CIOs (2016) and have been recently named 5th most influential B2B marketeer in the US. H...
In a world where the internet rules all, where 94% of business buyers conduct online research, and where e-commerce sales are poised to fall between $427 billion and $443 billion by the end of this year, we think it's safe to say that your website is a vital part of your business strategy. Whether you're a B2B company, a local business, or an e-commerce site, digital presence is key to maintain in your drive towards success. Digital Performance will take priority in 2018 for the following reason...
Your homes and cars can be automated and self-serviced. Why can't your storage? From simply asking questions to analyze and troubleshoot your infrastructure, to provisioning storage with snapshots, recovery and replication, your wildest sci-fi dream has come true. In his session at @DevOpsSummit at 20th Cloud Expo, Dan Florea, Director of Product Management at Tintri, provided a ChatOps demo where you can talk to your storage and manage it from anywhere, through Slack and similar services with...
"This week we're really focusing on scalability, asset preservation and how do you back up to the cloud and in the cloud with object storage, which is really a new way of attacking dealing with your file, your blocked data, where you put it and how you access it," stated Jeff Greenwald, Senior Director of Market Development at HGST, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.