Pinnacle Fund and Red Oak Partners Propose Settlement to ASUR in Effort to Avoid...
Pinnacle Fund and Red Oak Partners Propose Settlement to ASUR in Effort to
Avoid Continued Spending of Stockholder Money
NEW YORK, July 13 /PRNewswire/ -- Pinnacle Fund ("Pinnacle") and Red Oak
Partners, seeking to set to rest the allegations in the June 30 and July press
releases by Asure Software's ("ASUR's") Board of Directors, proposed an
agreement whereby Pinnacle would not propose, and would agree not to vote for,
any liquidation of the Company unless a majority of ASUR's other holders did
so. "We have no problem agreeing not to do something we never planned to do
in the first place," said David Sandberg, Pinnacle's portfolio manager, "and
we make this offer so that the Board does not have any reason to keep spending
stockholder money to prevent us from doing something we do not want to do."
The full text of Pinnacle's offer to the Board is as follows:
Dear Board of Directors:
We have noted your public statements and your recently filed litigation in
which you repeat your theory that Pinnacle Fund, Red Oak Partners and others
have somehow or other formed a "Group" with the purpose of taking over Forgent
Networks, Inc. ("ASUR" or the "Company") and liquidating or selling its
assets. As you are aware, we have on several occasions denied any intention
of the sort. However, we do not wish you to continue to spend significant
amounts of stockholder money suing us to prevent us from doing something which
we have never sought or intended to do in the first place. Therefore, to
remove any concern on your part that we are intending to liquidate the
Company, we hereby make the following offer to you:
-- We will agree not to buy any more shares of the Company's stock through
July 31, 2010.
-- We will agree not to propose a liquidation of the Company, and agree, for a
period of 3 years, that if there is put to the vote of ASUR stockholders any
proposal to sell its assets or to liquidate the Company, we and our affiliates
will vote all shares of stock held or controlled by us in accordance with the
vote of a majority of the shares voting which we do not own.
-- To further ensure full and accurate disclosure to investors of all material
information, we will permit you to comment on the description in our proxy
materials of your allegations and our denial that we formed a group, along
with this settlement, provided you include substantially the same language in
the Company proxy materials.
-- The litigation you have filed against us would be dismissed, thereby saving
Company funds.
Although we significantly disagreed with you about the Company's attempt to go
private, we wish to provide you absolute assurance that this opposition was
not designed to let us sell the Company's assets. We believe that our offer
assures that the liquidation you see as our goal will not occur and are
prepared to have our counsel meet with yours to structure an appropriate,
legally binding agreement to this effect. We hope to hear from you soon.
Mr. Sandberg noted that Pinnacle and Red Oak will revise the preliminary proxy
materials they have filed with the Securities and Exchange Commission to
disclose this offer. "We continue to deny that we have acted as a group with
others or that we have any improper purpose in seeking to elect new directors
for ASUR." Sandberg said. "As we have said all along, our goal is to see
ASUR's Board aligned with stockholders by share ownership, and not to control
the Company. If all our nominees are elected we will not control the board,
because we named people independent of us to our slate."
Red Oak's and Pinnacle's filings can be found at www.sec.gov by selecting
"Search" at the top right and then typing "forgent" into the box asking for
the Company Name.
If you have further questions please contact David Sandberg at (212) 614-8952
or dsandberg@redoakpartners.com.
Important Information
Pinnacle intends to file a definitive proxy statement soliciting votes for
Pinnacle's nominees to the Company's board of directors. Pinnacle is not
asking you at this time to vote on its slate of directors. Once Pinnacle's
definitive proxy statement for the annual meeting becomes available, Pinnacle
strongly advises stockholders to carefully read that definitive proxy
statement, as it will contain important information. Information concerning
Pinnacle and any other persons deemed participants in Pinnacle's solicitation
of proxies from stockholders in connection with the annual meeting will be
available in Pinnacle's definitive proxy statement for the annual meeting.
Once Pinnacle's definitive proxy statement for the annual meeting becomes
available, stockholders will be able to obtain, free of charge, copies of that
statement and any other documents Pinnacle files with or furnishes to the
Securities and Exchange Commission through the Securities and Exchange
Commission's website at www.sec.gov.
SOURCE Pinnacle Fund
David Sandberg, +1-212-614-8952, dsandberg@redoakpartners.com
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