Adaptec Urges Stockholders to Reject Minority Stockholder`s Imminent Plans to
Take Control of Board by Signing the GOLD Consent Revocation Card
MILPITAS, Calif.--(Business Wire)--
Adaptec, Inc. (Nasdaq:ADPT), the global leader in I/O innovation, today
commented on the efforts by Steel Partners II L.P., a hedge fund and minority
stockholder in Adaptec, to prevent the Adaptec Board from taking further steps
toward the payment of a significant cash dividend to stockholders.
Steel publicly revealed its latest threat in its Oct. 22 news release, which
stated: "Steel Partners warned that if the Legacy Directors attempt to take such
action [to distribute cash], that each director would be held personally
accountable for any diminution of stockholder value." This public comment came
within days of Steel`s Board representatives learning that Adaptec`s investment
advisor would be making a presentation to the Board on the use of the Company`s
significant cash balances.
"Steel specifically stated that no action should be taken until after its
consent solicitation is concluded. It appears clear to us that Steel took this
position because it believes that, if it succeeds in its consent solicitation,
it will control the Board and thus be able to block any distribution of cash,"
said Joseph Kennedy, Chairman of Adaptec`s Board. "Adaptec stockholders should
understand that Steel has demonstrated, once again, that Steel`s first step
toward its secret plan appears to be to hoard Adaptec`s cash - and intimidate
the majority of the Board into inaction - until it can gain control."
Mr. Kennedy added, "We also remain troubled by the repeated breaches of Board
confidentiality. The Steel designees serving on the Board have continued to
share confidential Board materials with Steel, which has on several occasions
issued news releases that quote portions of confidential Board deliberations
utterly out of context."
The Board majority urges stockholders to follow the recommendation of proxy
advisor Glass, Lewis & Co. that they revoke consent for Steel`s proposals, and
the Board majority urges stockholders to ignore the recommendations of Risk
Metrics which, the Company noted, did not take into consideration Steel`s
failure to be forthright about its plans for the Company and its cash. In its
Oct. 9 report Glass, Lewis & Co. said it "is not convinced that Steel is the
appropriate candidate to address the Company`s performance challenges. Given
that the Steel Partners nominees have served on the Company`s board since
December 2007, with seemingly little improvement in the Company`s operational
performance, we see no reason to believe that their re-appointment to the Board
…would have a more significant impact at this time."
"The bottom line for stockholders is that they can choose between a Board
majority and a CEO who have track records of objectively exploring all options
to create value for stockholders - or they can choose a hedge fund with a dismal
recent investment track record committed to its own strategy, whatever that may
be," Mr. Kennedy added. "Adaptec stockholders should reject Steel Partners`
continued attempts to win through intimidation, through breaches of Board
confidentiality, and through its persistent procedural maneuvers that have
crippled the process by which the Board majority has attempted to review all
ways of delivering value to all stockholders," he added.
Adaptec urges stockholders NOT to give consent or sign a white consent card.
Instead, mark the "Yes, Revoke My Consent" boxes on the GOLD Consent Revocation
card they should have already received and mail it immediately. Stockholders who
have already have given consent on a white card may revoke it by signing, dating
and mailing the GOLD Consent Revocation card immediately.
Stockholders have a voice and will be heard in the election of Directors at
Adaptec`s Annual Meeting of Stockholders. Adaptec`s stockholder-friendly Bylaws
provide for majority voting. Steel`s consent solicitation concerns the removal
of Directors and Bylaw amendments that would give Steel Partners effective
control of the Board and would eliminate the opportunity for stockholders to
voice their opinions on the Board`s nominees through voting at the Annual
Meeting.
If stockholders have any questions, or need assistance in revoking their
consent, they may contact Georgeson at 1- 800-223-2064 or at
adaptecinfo@georgeson.com - or by facsimile at (212) 440-9009.
About Adaptec
Adaptec provides innovative data center I/O solutions that protect, accelerate,
optimize, and condition data in today's most demanding data center environments.
Adaptec products are used in IT environments ranging from traditional enterprise
environments to fast-growing, on-demand cloud computing data centers. The
company's products enable data center managers, channel partners and OEMs to
deploy best-in-class storage solutions to meet their customers' evolving IT and
business requirements. Around the world, leading corporations, government
organizations, and medium and small businesses trust Adaptec technology. More
information is available at www.adaptec.com, on its blog,
storageadvisors.adaptec.com, and at adaptec.com/facebook and
twitter.com/Adaptec_Inc.
The Abernathy MacGregor Group (Media)
Tom Johnson, 212-371-5999
Ian Campbell and Jim Lucas, 213-630-6550
or
Georgeson (Investors)
800-223-2064
adaptecinfo@georgeson.com
Copyright Business Wire 2009
