Shareholders reminded that Dolgonos receives $475,000/year from UBS
TORONTO, June 25 /CNW/ - The UBS (Unique Broadband Systems, Inc.) Concerned Shareholders ("Concerned Shareholders") announce that RiskMetrics Group ("RiskMetrics"), in a report issued late yesterday, recommended that UBS shareholders vote their YELLOW proxy in support of the Concerned Shareholders' Nominees Robert Ulicki, Grant McCutcheon and Henry Eaton.
RiskMetrics is an independent international corporate governance analysis and proxy voting firm. Their recommendations assist shareholders to make decisions when faced with a proxy voting decision.
In recommending that its clients vote to elect the Concerned Shareholders' Nominees, RiskMetrics stated the following in its report*:
"The governance structure is problematic and, given the concerns
raised about UBS' compensation practices, calls into question the
ability of (the) compensation committee and the board to exercise
effective independent oversight."
"The aggregate (restructuring awards) amounts awarded by Look
(Communications Inc.) and UBS represent approximately 334% of UBS's
current market cap, 205% of 2009 consolidated revenues, 32% of gross
proceeds from the sale or 40% of net proceeds. Total restructuring
awards allocated to McGoey represent 1292% of the $570,000 annual
'base fee' under his employment agreement...In our view, the amounts
appear outsized particularly considering the size and state of the
company, the historical stock price performance and the spectrum sale
which realized a lower value based on MHz/POP than a Craig Wireless
sale of comparable spectrum in a less favourable geography (i.e.
Manitoba/BC vs. Ontario/Quebec)."
"In our view, the dissidents have met the burden of demonstrating
that wholesale board change is warranted. Given the historical share
price performance, the poor track record of creating value, the state
of the company and the length of time the current board and
management have been in their current positions, we have decided to
support the dissidents for the following main reasons:
- Outsized bonus awards without sufficient performance linkage
- Employment agreements which provide for excessive change in
control payments and, in McGoey's case, modified single trigger
- In our view the dissident nominees have the adequate background
and experience to effectively oversee the orderly wind-up of
these businesses, the sale of the remaining assets and
distribution to shareholders."
"We are pleased RiskMetrics shares our view that UBS Shareholders should vote FOR the election of the Concerned Shareholders' Nominees," said Robert Ulicki, President, Clareste Wealth Management Inc., "We recognize that some of what has transpired at UBS is hard to believe. When a respected independent firm makes a recommendation like this, any question about what shareholders need to do should be clear. Vote your YELLOW proxy today - it's not too late; and disregard and destroy anything you may have received from Management and their friends."
Who is Alex Dolgonos?
Some shareholders may have recently heard from Management or their representatives. The Concerned Shareholders note that Management refuses to address the troubling questions that have been raised by shareholders, but is asking for shareholder support. In light of the recommendation from RiskMetrics, the Concerned Shareholders find the lack of response to shareholder concerns insulting to our fellow shareholders.
Shareholders may have also received a communication from Alex Dolgonos. Mr. Dolgonos would like shareholders to believe that he is just another shareholder. In fact, Alex Dolgonos received $5,480,737 in "restructuring awards" from UBS and Look Communications Inc. in 2009.
Mr. Dolgonos is also the beneficiary of a "Technology Development and Strategic Marketing Agreement" between UBS and DOL Technologies Inc., a Company that he controls. Per this agreement, which can be viewed at www.saveubs.com under "important documents," DOL Technologies Inc. receives $475,000 annually from UBS for consulting services provided by Mr. Dolgonos. While the Concerned Shareholders are at a loss to identify any "technology development" or "strategic marketing" that UBS requires in its current state, it is clear that Mr. Dolgonos has ample reasons to oppose change at UBS. Shareholders should disregard anything that Mr. Dolgonos has to say given his dealings with UBS.
Proxy Voting Deadline
Shareholders are reminded to not delay and vote the YELLOW proxy form so that it can be received no later than 5:00 p.m. (Toronto Time) on Tuesday, June 29, 2010. Detailed voting instructions are included in the Concerned Shareholders' Information Circular. Further information about voting the YELLOW proxy is available from Kingsdale Shareholder Services at 1-866-879-7650.
Shareholders should disregard and dispose of any communications they have received from Management and their representatives. Some shareholders have communicated that they accidently voted the management proxy before they were aware of all the issues. We have assisted these shareholders in voting their YELLOW proxy and remind shareholders that it is not too late to vote YELLOW, even if they have already voted with the other proxy.
About The UBS Concerned Shareholders
The UBS Concerned Shareholders are a group of investors, mostly individuals, who came together in response to the publicity that has occurred surrounding the extraordinary $22.7 million of executive and director compensation awarded in 2009 at UBS and LOOK in the face of dismal performance and plummeting share values. These shareholders have spent their time and their own resources over the past months to demand information, alert regulators, assess legal options, and ultimately take action in order to attempt to rectify and improve the situation on behalf of all shareholders of UBS.
Robert Ulicki, Grant McCutcheon and Henry Eaton are the UBS Concerned Shareholders' Director Nominees. These individuals would bring integrity, experience, and an Action Plan formulated to benefit shareholders to the Board. More information on each of the Concerned Shareholders' Director Nominees and the Action Plan is contained in the Information Circular dated June 3, 2010.
About The Special Meeting
The Special Meeting of Shareholders of UBS is scheduled to be held at 9:00 a.m. (Toronto Time) on Monday, July 5, 2010 at 8250 Lawson Road, Milton, Ontario, L9T 5C6, the principal and registered office of UBS.
*Permission to quote from the RiskMetrics was neither sought nor obtained.
Unless otherwise noted, the information concerning UBS, Look Communications Inc. ("Look") and their directors and officers contained in this press release has been taken from, or is based upon or derived from, publicly available documents or records on file with Canadian securities regulatory authorities and other public sources. Although, the Concerned Shareholders have no knowledge that would indicate that any statements contained in such publicly filed documents are untrue or incomplete, the Concerned Shareholders do not assume responsibility for the accuracy or completeness of such information or for any failure by UBS or Look to disclose material information which may affect the significance or accuracy of such information.
Certain statements contained in this press release constitute forward-looking statements. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Concerned Shareholders, the Concerned Shareholders' nominees, UBS or Look, are intended to identify forward-looking statements. Such statements reflect the Concerned Shareholders' current views with respect to future events and are subject to certain risks, uncertainties and assumptions. The Concerned Shareholders' nominees assume no responsibility for any such statements. Many factors could cause actual results, performance or achievements that may be expressed or implied by such forward-looking statements to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include, but are not limited to, the financial condition and cash flow of UBS and Look, binding contractual covenants entered into by UBS and/or Look, pending or future litigation involving UBS and/or Look, general market conditions, the market for and regulations surrounding the purchase and sale of tax losses and other general business, technological, competitive and regulatory factors. Neither the Concerned Shareholders nor their director nominees assume any obligation to update or revise the forward looking statements contained in this press release to reflect actual events or new circumstances.
SOURCE UNIQUE BROADBAND SYSTEMS, INC. CONCERNED SHAREHOLDERS
For further information: For further information: Investors: www.saveubs.com, Kingsdale Shareholder Services Inc., 1-866-879-7650; Media: Joel Shaffer, Kingsdale Communications Inc., 416-867-2327