ISS Supports Both Clover Nominees to Replace Hampden Bancorp’s Incumbent Directors
20 Outubro 2014 - 4:03PM
Business Wire
Clover Partners, the general partner of MHC Mutual Conversion
Fund, L.P., is pleased to announce that Institutional Shareholder
Services Inc. ("ISS"), an influential and leading proxy advisory
firm, has chosen to support both Mr. Base and Mr. Guerry for
election to the Board of Directors of Hampden Bancorp
(NASDAQ:HBNK).
In its report published on Oct. 17, 2014, ISS concurs with many
of the concerns cited by Clover in its proxy statement and
subsequent letter to shareholders.
Regarding Hampden’s share price performance, ISS notes: “the
impact on and run-up in the company's stock price on Oct. 22, 2013,
when ISS recommended to shareholders to vote for the dissident
nominees in last year's proxy contest – and the subsequent decline
in total shareholder return when the company's nominees were
re-elected in November – appears to demonstrate the positive impact
of the dissident's campaign on the stock price.”
ISS further added: “….Given the lack of compelling improvements
in the key performance metrics, it is not unreasonable for
shareholders to assume that some of the recent performance was
driven once again by the dissident's call to elect its nominees
rather than improving operations.”
ISS also found Hampden’s disclosure on strategic alternatives
lacking: “In response to the 2012 shareholder proposal and last
year's proxy contest, management hired investment bank Sterne Agee
& Leach Inc. to explore strategic opportunities. However, to
date, the company has not updated shareholders on any progress made
towards pursuing a strategic opportunity.”
Regarding Clover nominees ISS commented: “The complementary
skills and experience of dissident nominees Base and Guerry appear
suited to address the company's performance and strategic
decision-making issues which we believe are the fundamental issues
facing the board.”
Lastly, ISS concluded by noting: “In light of the company's
operational and stock underperformance that only recently appeared
to have improved after the dissident's campaign, as well as the
board's failure to immediately act on a shareholder proposal that
received support from a majority of its shareholders, the
dissidents have made a case that increased board oversight is
warranted.”
Please sign, date and return the WHITE proxy card TODAY by
mailing it in the enclosed pre-addressed, stamped envelope, or
follow the instructions on the enclosed WHITE proxy card to vote by
Internet or telephone.
YOUR VOTE IS IMPORTANT. No matter how many shares you
may own, we encourage you to make your shares count by making an
informed vote. If you have any questions or need any
assistance voting your shares, please contact Alliance Advisors,
the proxy firm assisting us in this matter, toll-free at
1-877-777-5216.
Thank you for your support.
Sincerely,
Please also feel free to call or email MHC Mutual Conversion
Fund, L.P. or our proxy advisor at the following:
Johnny Guerry
Clover Partners LP 100 Crescent Court Suite 575 Dallas, Texas 75201
(214) 273 5200 (214) 273 5199 (fax)
JGuerry@cloverpartners.com
Alliance Advisors, LLC
Peter J. Casey, 973-873-7710 Executive Vice President
pcasey@allianceadvisorsllc.com
* Permission was neither sought nor obtained to use excerpts
from the ISS report.
Important Information
MHC Mutual Conversion Fund, L.P. has nominated Johnny Guerry and
Garold R. Base as nominees to the board of directors of the Company
and is soliciting votes for the election of Mr. Guerry and Mr. Base
as members of the board. On September 30, 2014, MHC Mutual
Conversion Fund, L.P. filed its definitive proxy statement and
related proxy materials with the Securities and Exchange Commission
(“SEC”), and has sent the definitive
proxy statement, WHITE proxy card and related proxy materials to
shareholders of the Company seeking their support of Mr.
Guerry and Mr. Base at the Company’s 2014 Annual Meeting of
Stockholders. Stockholders are urged to read the definitive
proxy statement and WHITE proxy card because they contain important
information about the participants in the solicitation, Mr. Guerry
and Mr. Base, the Company and related matters.
Stockholders may obtain a free copy of the definitive proxy
statement and WHITE proxy card and other documents filed by MHC
Mutual Conversion Fund, L.P. with the SEC at the SEC’s web site
at www.sec.gov. A proxy given pursuant to our solicitation may
be revoked at any time before it is voted.
Participants in
Solicitation
The participants in the solicitation by MHC Mutual Conversion
Fund, L.P. consist of the following persons: MHC Mutual Conversion
Fund, L.P., Clover Partners, L.P., Clover Investments, L.L.C.,
Michael C. Mewhinney, Johnny Guerry and Garold R. Base. Such
participants may have interests in the solicitation, including as a
result of holding shares of the Company’s common
stock. Information regarding the participants and their
interests may be found in the definitive proxy statement filed with
the SEC on September 30, 2014.
Clover Partners LPJohnny Guerry, 214-273
5200Fax: 214-273 5199JGuerry@cloverpartners.comorAlliance
Advisors, LLCPeter J. Casey, 973-873-7710Executive Vice
Presidentpcasey@allianceadvisorsllc.com
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