Latest Example of Board Entrenchment and Company's Resistance to Change
OTTAWA, July 22 /CNW/ - The Concerned Shareholders of Zarlink
Semiconductor Inc. announced today that the Company has once again rejected
their efforts to reach a negotiated agreement that would provide for positive
change for all shareholders.
With Zarlink's annual meeting scheduled for July 23, 2008, the Concerned
Shareholders have garnered support from more than 34 million shares - a very
significant percentage of the Company's outstanding shareholders - but were
prevented from gaining a majority of the votes cast by a single large
shareholder. The Concerned Shareholders' nominees received the support of
approximately 40% of all votes cast for Zarlink's annual meeting. Accordingly,
they believe their nominees should be provided with proportional
representation on the Company's Board.
"There is clearly a strong and widespread desire for change to create a
Board that will hold Zarlink's management accountable for its failures to
enhance shareholder value. We have approached the Board several times to
discuss a possible settlement that could benefit all shareholders," said Scott
Leckie of the Concerned Shareholders. "Despite being repeatedly rebuffed in
our efforts to encourage change in the past three years, we were hopeful that
our approach and the clear show of support from our fellow shareholders would
encourage the Board to negotiate in good faith. Unfortunately, these hopes
Following a meeting held today in Ottawa which was initiated by the
Concerned Shareholders, the "Special Committee" of the Zarlink Board simply
rejected all of the Concerned Shareholder proposals and would not consider
appointing any of the Concerned Shareholder Nominees on the Zarlink Board even
if the number of directors on the Board was increased to allow for the
Concerned Shareholders' nominees.
"Shareholders have tried over the years to get Zarlink to respond to
their concerns, but without success. Recently, on June 30, 2008, the Concerned
Shareholders asked for an opportunity to present their proposals for change to
the Board. That was also rejected and resulted in the initiation of this proxy
contest," said Mr. Leckie. "We have always watched for any sign that this
Board was prepared to act in the best interests of all shareholders and make a
change. It has refused."
The Concerned Shareholders remind all Zarlink investors that they can
still revoke YELLOW proxies already voted to demonstrate their dissatisfaction
with the entrenchment, arrogance and failure of the Zarlink Board to protect
and generate shareholder value.
In addition, the Concerned Shareholders of Zarlink remind the Board that
its actions at tomorrow's meeting and thereafter will be kept under very close
scrutiny and that the Concerned Shareholders will continue to assess and
pursue all available alternatives.
For further information:
For further information: The Concerned Shareholders of Zarlink
Semiconductor Inc., Scott Leckie, (416) 363-3399; Kingsdale Shareholder