NEW YORK, May 9, 2014 /PRNewswire/ -- Jason N. Ader of SpringOwl Gibraltar Partners B Ltd. (together with its affiliates, "SpringOwl"), the owner of approximately 5.25% of the issued ordinary shares of bwin.party digital entertainment plc (LSE:BPTY.L), today announced that ISS and Glass Lewis & Co., leading global independent proxy advisory firms, recommend that their institutional shareholder clients vote for Board change at the Annual General Meeting to be held on May 22, 2014.
In making its recommendation to support the SpringOwl candidates Michael Fertik, Francis Grady and Steven Rittvo, Glass Lewis noted the following:
- "[W]e find [SpringOwl] presents a relatively detailed plan that reflects both industry knowledge and the specific concerns potentially underpinning BWIN's laggard shareholder returns and faltering operating metrics."
- "In our view, the sum of the foregoing factors weighs heavily on BWIN and leaves decidedly little space to suggest the incumbent board has successfully operated the Company or preserved shareholder value since announcement of the merger with PartyGaming Plc."
- "[W]e believe SpringOwl has submitted a clear and compelling case for board-level change, while the incumbent directors have, in turn, centered on middling rebukes of decidedly nominal concerns…. Rather than confront these flagging metrics, the board has pushed for increasingly liberal executive compensation programs that provide for discretionary awards to management while the balance of BWIN's investors continue to weather unmitigated losses."
In making its recommendation to support SpringOwl candidate Kalendu Patel, ISS noted*:
- "Even if bwin.party has been a serial victim of regulation, there were issues with its strategy and execution, which might have been partially related to internal strife over the Company's strategy. It is not clear that the new strategic emphasis on regulated markets and the way it has been implemented is working at this point, and the Company is arguably at a point where significant shareholder value is at stake. After evaluating the dissident and incumbent arguments with respect to the Company's financial and shareholder return performance, strategic track record and governance profile, it appears the dissidents have demonstrated that some change on the Board is warranted."
- "Patel … has always worked in strategy roles, the most relevant one as head of strategy for Best Buy, a large multinational retailer, which may be relevant to the challenges at hand. Based on the factors discussed above, … we conclude that support for nominee Patel is warranted."
"We are gratified that both leading voting advisory firms have found that change to the Board is in the best interest of shareholders. We thank Glass Lewis for supporting the election of technology industry expert Michael Fertik, gaming industry expert Steven Rittvo and banking/regulatory expert Francis Grady," Mr. Ader stated. "Additionally, we are appreciative of ISS's support for emerging technology expert Kalendu Patel. We believe that these four highly qualified independent candidates will significantly contribute to the ability of the reconstituted board to create meaningful value for all BPTY shareholders."
SpringOwl urges all BPTY shareholders to vote TODAY for all four of the Highly-Qualified Independent Director candidates set forth in Resolutions 19, 20, 21 and 22.
Shareholders with questions or who need assistance in voting their shares, should call Lake Isle M&A Incorporated at +44-20-7710-9960 (from the EU); or Innisfree M&A Incorporated, toll-free at +1-888-750-5834 (from the US and Canada) or +1-412-232-3651 (from other countries). Banks and brokers may call collect at +1-212-750-5833.
ABOUT SPRINGOWL GIBRALTAR PARTNERS B LTD
SpringOwl Gibraltar Partners B Ltd., the ("Fund"), is a Cayman Islands exempted company formed December 18, 2013. SpringOwl Associates LLC (the "Investment Manager"), a New York limited liability company which is the Investment Manager to the Fund, commenced operations in 1970, under the name of Cumberland Associates, and is wholly owned and controlled by SpringOwl Asset Management LLC ("SpringOwl"), a Delaware limited liability company founded in 2013. The principal owners of SpringOwl are Jason N. Ader and Andrew M. Wallach.
* Permission to use quotations was neither sought nor obtained.
- Investment & Company Information
- Glass Lewis