Voce Capital Provides Update on Cutera Special Meeting
11 Maio 2023 - 5:16PM
Business Wire
Voce Capital Management LLC (“Voce”), owner of approximately
6.1% of the outstanding shares of Cutera, Inc. (Nasdaq: CUTR)
(“Cutera” or the “Company”), provided the following update on its
intentions regarding Cutera’s special meeting of shareholders (the
“Special Meeting”), scheduled for June 9, 2023.
Voce issued the following statement:
“Given the recent agreement entered into by
Cutera’s Special Committee to transfer majority control of the
Board to two shareholders in exchange for their votes at the
Special Meeting, we no longer believe the Special Meeting pathway –
which always had a higher voting threshold than an annual meeting –
remains a viable option. As a result, we will not pursue our
campaign at the June 9 Special Meeting.
That said, we believe the recent actions by
the Entrenched Directors, who comprise the Special Committee,
continue to exhibit a pattern of self-interest and repeated
violations of their fiduciary duties. We are therefore evaluating
all options available to us to safeguard the best interests of
Cutera shareholders.”
Accordingly, Voce has terminated its proxy solicitation and
will not vote any further proxies received from shareholders of the
Company on the BLUE proxy card at the Special Meeting.
***
Forward-Looking
Statements
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein in any state to any person. This press release does not
recommend the purchase or sale of a security. There is no assurance
or guarantee with respect to the prices at which any securities of
the Company will trade, and such securities may not trade at prices
that may be implied herein. In addition, this press release and the
discussions and opinions herein are for general information only,
and are not intended to provide investment advice.
This press release contains forward-looking statements.
Forward-looking statements are statements that are not historical
facts and may include projections and estimates and their
underlying assumptions, statements regarding plans, objectives,
intentions and expectations with respect to future financial
results, events, operations, services, product development and
potential, and statements regarding future performance.
Forward-looking statements are generally identified by the words
“expects”, “anticipates”, “believes”, “intends”, “estimates”,
“plans”, “will be” and similar expressions. Although Voce Capital
Management LLC (“Voce Capital Management”) believes that the
expectations reflected in such forward-looking statements are
reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties—many of which are difficult to predict and are
generally beyond the control of Voce Capital Management or the
Company—that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and
uncertainties are enumerated in the Company’s public filings. In
addition, the foregoing considerations and any other publicly
stated risks and uncertainties should be read in conjunction with
the risks and cautionary statements discussed or identified in the
Company’s public filings with the United States Securities and
Exchange Commission (the “SEC”),
including those listed under “Risk Factors” in the Company’s annual
reports on Form 10-K and quarterly reports on Form 10-Q. The
forward-looking statements speak only as of the date hereof and,
other than as required by applicable law, Voce Capital Management
does not undertake any obligation to update or revise any
forward-looking information or statements.
Funds managed by Voce Capital Management currently beneficially
own shares of the Company. These funds are in the business of
trading (i.e., buying and selling) securities and intend to
continue trading in the securities of the Company. You should
assume such funds will from time to time sell all or a portion of
their holdings of the Company in open market transactions or
otherwise, buy additional shares (in open market or privately
negotiated transactions or otherwise), or trade in options, puts,
calls, swaps or other derivative instruments relating to such
shares.
Consequently, Voce Capital Management’s beneficial ownership of
shares of, and/or economic interest in, the Company may vary over
time depending on various factors, with or without regard to Voce
Capital Management’s views of the Company’s business, prospects, or
valuation (including the market price of the Company’s shares),
including, without limitation, other investment opportunities
available to Voce Capital Management, concentration of positions in
the portfolios managed by Voce Capital Management, conditions in
the securities markets and general economic and industry
conditions. Voce Capital Management also reserves the right to
change the opinions expressed herein and its intentions with
respect to its investment in the Company, and to take any actions
with respect to its investment in the Company as it may deem
appropriate, and disclaims any obligation to notify the market or
any other party of any such changes or actions, except as required
by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230511005920/en/
Media Contact Longacre Square Partners Dan Zacchei /
David Reingold dzacchei@longacresquare.com /
dreingold@longacresquare.com Investor Contact D.F. King
& Co., Inc. Edward McCarthy emccarthy@dfking.com
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