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SED International Holdings, Inc. Message Board

  • barryobummer12 barryobummer12 Feb 11, 2013 11:38 AM Flag

    N&W trying to "SED" CSPI

    This has to be embarrassing. I've never heard Glass-Lewis or ISI be this confident in an opinion:

    "In its report, Glass Lewis noted, "In review of available documentation, we consider the Dissident's solicitation wholly unworthy of support by unaffiliated shareholders. From the start, it is apparent NW's unconvincing and slapdash governance argument is used as an effectively transparent veil for the Dissident's attempt to force a sale by taking control of the board. Perhaps more importantly still, absent some clear indication of malfeasance, we believe a decision as critical as initiating a process that could prospectively result in a sale of the Company is vested entirely in the board, and not, as it were, in the conflicted hands of a five-month shareholder. Based on these factors and the significant positive governance changes undertaken by the incumbent board, we believe shareholders should reject NW's solicitation at this time."
    ISS advised, "As the dissidents have not made a compelling case for change, we do not recommend shareholders vote for dissident nominees to replace incumbent directors." ISS also noted that North & Webster's board nominee Sam Kidston "if elected here, would be considered overboarded under standard ISS policy since he already is the CEO of a publicly traded company and serves on the boards of three other companies."
    None of North & Webster's four director candidates appear to possess any relevant business experience in CSP's two primary business segments, nor has North & Webster put forth any plan to help grow CSP's business and create long-term stockholder value. If shareholders should receive any proxy materials from North & Webster, the Company urges that they completely disregard them and take no action. The Company asks all CSP Inc. shareholders to vote for the Company's director nominees, by signing, dating and returning the proxy card or voting instruction form today."

    Of course I don't expect we'll hear actual answers to criticism, just diversion about people who actually more stock than management. GLTA

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