Highlights Long-Term Growth Strategy Driving
Impressive Results and Strength of the Company’s Highly Qualified,
Recently Refreshed Six-Member Board
No Shareholder Action Required at This Time
The Board of Directors (the “Board”) of Ocean Power
Technologies, Inc. (“OPT” or the “Company”) (NYSE American: OPTT),
a leader in innovative, cost-effective, and autonomous low-carbon
marine data, power, and consulting service solutions, today issued
the following statement in response to the recent public letter
issued by Paragon Technologies, Inc. (“Paragon”) (OTC Pink:
PGNT):
Our Board and leadership team are committed
to driving sustainable value creation and we will continue to take
decisive actions to protect the best interests of all our
shareholders. We have been executing a clear, long-term growth
strategy that has yielded a significant increase in defense and
security bookings during fiscal 2023, and we continue to see
commercial opportunities and growing interest from offshore wind
companies for autonomous monitoring, surveillance, and
survey-related services during various stages of the project
development cycle.
We are disappointed that Paragon has elected
to publicly make distracting and misleading statements regarding
OPT’s performance, strategy, leadership, and corporate governance,
and is now threatening a costly and distracting proxy contest
against the Company. We believe Paragon is seeking to advance a
self-interested agenda, to the detriment of all other OPT
shareholders. Having reviewed Paragon’s track record targeting
other public companies, we strongly believe that Paragon’s ultimate
goal is to take control of OPT and its assets without paying our
shareholders a control premium.
Paragon and its principal Sham Gad first
wrote to us on May 19, 2023, demanding that we add the three
Paragon directors to our Board. To ensure it could exercise
immediate control of 50% of our Board, Paragon also demanded that
we ask any three of our incumbent directors to resign in advance of
the expiration of their terms. Since then, we have sought to
constructively engage with Paragon, and on June 6, 2023, we offered
to arrange for our Nominating and Corporate Governance Committee to
review Paragon’s director candidates to assess their
qualifications, including – given that the U.S. Government
represents a large portion of our business – whether there were any
issues in their backgrounds that could impede either their ability
to receive U.S. Government security clearances or OPT’s access to
classified information. We also provided Mr. Gad with director
& officer questionnaires to be completed by him and the other
two Paragon directors. Mr. Gad’s response was to be completely
dismissive of our Board’s vetting and governance processes.
Instead, Mr. Gad demanded we simply agree to appoint him and the
two other Paragon board members to our Board. Only after that would
Paragon be open to having us vet and interview any of its
candidates.
Our Board is actively engaged in overseeing
management’s execution of the Company’s strategy and is comprised
of six highly qualified directors, five of whom have been appointed
in the last three years. Our directors possess expertise and skills
across areas critical to OPT’s business and future success,
including relevant industry, technology, IT, cyber, marketing,
finance, and governance expertise. Our directors also have
significant executive and public company board experience. We
regularly evaluate our Board composition to ensure it reflects the
appropriate skills and experience necessary to drive profitable
growth and enhanced value for all OPT shareholders.
While we believe we are executing the right
strategy to enhance value for all our shareholders, our Board and
management team are always open to shareholder input.
Unfortunately, we do not believe Paragon or Mr. Gad are genuinely
interested in engaging around alternative strategies for improving
the Company and shareholder returns, which is evident by the
continuation of Paragon’s misleading public comments as well as its
unwillingness to allow us to vet and interview its director
candidates. Even if one were to discount Paragon’s past history
targeting other public companies and take its comments regarding
our business at face value, Paragon ignores the fact that our
long-term growth strategy is working, as demonstrated by material
year-over-year increases in both orders and revenue.
The 2023 Annual Meeting of Shareholders has not yet been
scheduled and OPT shareholders are not required to take any action
at this time.
About Ocean Power Technologies, Inc.
OPT provides intelligent maritime solutions and services that
enable safer, cleaner, and more productive ocean operations for the
defense and security, oil and gas, science and research, and
offshore wind markets. Our PowerBuoy® platforms provide clean and
reliable electric power and real-time data communications for
remote maritime and subsea applications. We also provide WAM-V®
autonomous surface vehicles (ASVs) and marine robotics services
through our wholly owned subsidiary Marine Advanced Robotics. We
are headquartered in Monroe Township, New Jersey, and have offices
in Houston, Texas, and Richmond, California. To learn more, visit
www.OceanPowerTechnologies.com.
Forward-Looking Statements
This release contains forward-looking statements that are within
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are identified by
certain words or phrases such as "may", "will", "aim", "will likely
result", "believe", "expect", "will continue", "anticipate",
"estimate", "intend", "plan", "contemplate", "seek to", "future",
"objective", "goal", "project", "should", "will pursue" and similar
expressions or variations of such expressions. These
forward-looking statements reflect the Company's current
expectations about its future plans and performance. These
forward-looking statements rely on a number of assumptions and
estimates that could be inaccurate and subject to risks and
uncertainties. Actual results could vary materially from those
anticipated or expressed in any forward-looking statement made by
the Company. Please refer to the Company's most recent Forms 10-Q
and 10-K and subsequent filings with the U.S. Securities and
Exchange Commission for further discussion of these risks and
uncertainties. The Company disclaims any obligation or intent to
update the forward-looking statements in order to reflect events or
circumstances after the date of this release.
Important Additional Information And Where To Find It
OPT intends to file a proxy statement and an accompanying
WHITE proxy card with the SEC
in connection with the solicitation of proxies from OPT’s
stockholders in connection with the matters to be considered at
OPT’s 2023 Annual Meeting of Stockholders (the “2023 Annual
Meeting”). INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY OPT
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders will be able to obtain the Proxy Statement, any
amendments or supplements to the Proxy Statement, the accompanying
WHITE proxy card, and other
documents filed by OPT with the SEC free of charge at the SEC’s
website at www.sec.gov. Copies will also be available free of
charge at the Investor Relations section of OPT’s corporate website
at www.oceanpowertechnologies.com, by writing to OPT’s Corporate
Secretary at Ocean Power Technologies, Inc., 28 Engelhard Drive,
Suite B, Monroe Township, NJ 08831, or by contacting OPT at (609)
730-0400.
Certain Participant Information
OPT, members of its Board of Directors, and certain of its
executive officers are “participants” in the solicitation of
proxies from OPT’s stockholders in connection with the 2023 Annual
Meeting. The following directors and executive officers of OPT
beneficially hold the amount of shares of OPT’s common stock
indicated adjacent to his or her name: (i) OPT directors: Terence
J. Cryan (103,653 shares), Philipp Stratmann (81,635 shares), Clyde
W. Hewlett (71,577 shares), Natalie Lorenz-Anderson (52,448
shares), Diana G. Purcel (71,577 shares), and Peter E. Slaiby
(71,577 shares); and (ii) OPT officers who are not also directors:
Robert Powers (16,543 shares) and Joseph DiPietro (2,409 shares).
The business address for each of the foregoing persons is c/o at
Ocean Power Technologies, Inc., 28 Engelhard Drive, Suite B, Monroe
Township, NJ 08831. Additional information regarding OPT’s
directors, executive officers, and other participants in the
solicitation of proxies from OPT’s stockholders in connection with
the matters to be considered at the 2023 Annual Meeting, and their
direct or indirect interests, through security holdings or
otherwise, will be set forth in OPT’s proxy statement for its 2023
Annual Meeting, including the schedules and appendices thereto.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230711677776/en/
Investors: 609-730-0400 x401
InvestorRelations@oceanpowertech.com Media: 609-730-0400
x402 MediaRelations@oceanpowertech.com Or Longacre Square Partners
Dan Zacchei / Rebecca Kral dzacchei@longacresquare.com /
rkral@longacresquare.com
Ocean Power Technologies (AMEX:OPTT)
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