Sevcon Releases Letter to Stockholders Urging Support of the Board’s Proposals at Annual Meeting
26 Janeiro 2017 - 12:46PM
Sevcon, Inc. (Nasdaq:SEV) today released the following letter to
its stockholders:
Dear Stockholder:
You should have received proxy materials for our
2017 Annual Meeting of Stockholders to be held on February
7th. As Sevcon’s Chief Executive Officer – responsible for
the successful execution of our business strategy – I ask for your
support. Please join some of our most significant stockholders,
including the Bassi family, and vote FOR your
Board’s proposals on the WHITE proxy card at the
meeting.
You may also have received proxy materials from
a dissident director, Ryan Morris, who has nominated himself and
three individuals he hand-picked as directors in an effort to take
effective control of your Board. Ryan has offered no new plans to
create value for stockholders and takes unwarranted credit for your
Board’s strategy. Please do not be fooled by Ryan’s gross
exaggerations about himself and his false claims and innuendo about
your Board and management.
Our Electrification Strategy is Already
Working
Several years ago – before Ryan joined us – your
Board developed a long-term strategy to capture market share ahead
of the on-road electrification boom. I and our superb technical
team, with the full support of your Board, have been executing the
strategy, which is now beginning to produce excellent results,
including:
- Accelerating contract wins from principal automotive
manufacturers and Tier 1 suppliers – we foresee potential
production revenue of approximately $249 million over the
five-to-seven-year production lives of current customization
projects.
- Constant currency revenue growth of 18.3% per year since fiscal
2013, when we expanded our focus from cyclical off-road industrial
markets to the expanding on-road electrification markets.
- Attraction and retention of some of the world’s scarcest
premier engineering talent in our target market sectors.
- Adding much needed technologies such as charging, which we
acquired with Bassi.
Capturing these opportunities has required us to
make significant investments ahead of revenues in sophisticated
hardware engineering resources. These are globally scarce,
but we know how to do it, having hired talented recruitment
resource in house, and we have been pushing as hard as the
worldwide supply will allow. Your Board recognized that this would
be at the cost of profitability in the near term, but it is bearing
fruit. Sevcon is now poised for significant bottom line growth as
the on-road electrification boom takes shape, creating sustainable
long-term value for all stockholders.
These benefits flow from Sevcon’s particular
expertise – nurtured by your Board for years – including advanced
hardware engineering skills, deep industry-specific knowledge,
important contacts within the customer base, and expert
understanding of product design cycles in all areas of the market.
None of these is Ryan Morris’s expertise.
We Believe that Giving Ryan Morris Effective
Control Will Hurt Sevcon’s Stockholders
Ryan has been, in our opinion, a disruptive and
self-interested director who was removed from his position as
Executive Chairman after only four months by the unanimous vote of
the rest of your Board. Now we perceive that he is making
false and exaggerated claims about his contributions to our
success, his plans to improve our results that he has never
disclosed, his role on the Board, and the motivations and actions
of your other directors. Ryan also falsely claims to own 20% of
Sevcon’s outstanding shares when, in reality, he and his affiliated
entities own approximately 14%. During 2015, prior to our public
announcement of the Bassi acquisition, Ryan feuded with other
members of the Board about his desire to invest in the Company at a
time the rest of the Board thought was highly inappropriate due to
Ryan’s possession of inside information. In addition,
although your Board always remains open to considering acquisition
proposals that are consistent with maximizing stockholder value,
Ryan has expressed the view that the Board should not do so. We
view Ryan’s stance on this matter as highly troubling, given your
Board’s commitment to ensuring that we entertain any path to value
optimization that might be viewed favorably, on a risk-adjusted
basis, by the majority of our stockholders. Moreover, in our
opinion, he is resisting your Board’s actions to promote
accountability to stockholders and he is seeking to gain effective
control of your Board without disclosing to you that – based on
actual experience – your Board has already given him a vote of No
Confidence as a director! We – including my management team –
believe that re-electing Ryan Morris as a director of the Company
would detract from the value we are creating.
Your Board is Managing the Company Responsibly
and for Stockholders’ Benefit
Your Board’s corporate governance practices are
responsible and stockholder-friendly. Far from promoting Board
entrenchment, the rest of the Board (other than Ryan) unanimously
approved de-staggering the Board and allowing stockholders to vote
on all directors at this Annual Meeting. Our Board is continually
evolving to meet the changes facing the business. We have
regular and healthy turnover of directors, and our experienced,
independent Nominating and Governance Committee is always seeking
new directors who have qualifications that we actually need. We
urge you to have faith in their expertise and judgment.
We urge you to protect the value of your
investment in Sevcon by voting "FOR" the proposed Charter Amendment
and “FOR ALL” the Board’s director nominees.
Since time is short, please vote
TODAY. To make sure your vote is received in time, vote by
telephone or internet as instructed on the enclosed WHITE proxy
card.
Thank you very much for your support, and please
feel free to contact me if you have any questions.
Sincerely,
Matt BoyleChief Executive Officer and PresidentSevcon, Inc.
011 44 7802 260706
matt.boyle@Sevcon.com
If you have any questions about voting
your shares, please call The Proxy Advisory Group,
which is assisting us, at (888) 616-2620.
Important Additional InformationSevcon, Inc.,
seven of its directors and its executive officers, and Marvin G.
Schorr are participants in the solicitation of proxies from Company
stockholders in connection with the matters to be considered at the
Company's 2017 Annual Meeting. Sevcon has filed a definitive
proxy statement and WHITE proxy card with the Securities and
Exchange Commission (“SEC”) in connection with such
solicitation. COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY
CARD AS THEY CONTAIN IMPORTANT INFORMATION. Information
regarding the identity of the participants, and their direct or
indirect interests, by security holdings or otherwise, is set forth
in the proxy statement and other materials filed with the
SEC. Shareholders can obtain any proxy statement, any
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SEC's website at www.sec.gov, by request to Sevcon, Inc., 155
Northboro Road, Southborough, MA 01772 Attn: Corporate Secretary,
telephone: (508) 281-5500, or from the Company's website,
http://ir.sevcon.com/sec.cfm.
Sono Group NV (NASDAQ:SEV)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Sono Group NV (NASDAQ:SEV)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024