Company Ignores Obvious Conflict of Interest
OTTAWA, ON, July 18 /CNW/ - The Concerned Shareholders of Zarlink
Semiconductor Inc. announced today that the Company has rejected their request
for an independent chairman who could ensure a fair and impartial vote at
Zarlink's annual meeting scheduled for July 23, 2008.
The Concerned Shareholders believe it is not possible for Henry Simon,
Chairman of the current Board, to objectively oversee a vote which will
determine whether he continues in his present position. Part of the meeting
Chairman's role is to rule on the validity of proxies voted at the meeting.
"Henry Simon's conflict of interest is clear and the rejection of our
reasonable request is yet another example of entrenchment by this Board and
their protection of CEO Kirk Mandy," said Scott Leckie, one of the Concerned
Shareholders. "Zarlink has acknowledged the impossible position of the
Chairman by engaging separate legal counsel for him, but this is certainly not
enough to ensure that all shareholder votes will be treated fairly."
The Concerned Shareholders note that the appointment of a temporary
independent chair acceptable to all parties is increasingly common at
contested shareholder meetings. It is particularly important for the Zarlink
meeting since the Company has previously threatened to disenfranchise
shareholders who vote the Concerned Shareholders' BLUE proxy for much-needed
"The Mandy Board has rebuffed our suggestions for improvement for more
than three years, while overseeing massive destruction of shareholder value.
They appear intent on ignoring the best interests of shareholders and mounting
a last-ditch resistance to change right up to the annual meeting," Mr. Leckie
said. "It is a disgrace but, unfortunately, not a surprise."
Shareholders can use the BLUE proxy to vote to replace the current Mandy
Board with the Concerned Shareholder Nominees who bring a new strategy, a new
commitment to the creation of shareholder value at Zarlink, and a proven
record of value generation at other companies.
BLUE proxies provided by the Concerned Shareholders must be submitted
TODAY by 5:00 p.m. Ottawa time in order to be voted at Zarlink's annual and
Voting for Change
The Concerned Shareholders remind their fellow Zarlink shareholders:
- Your vote is very important to the future of your investment in
Zarlink. If, after reading the Concerned Shareholder Proxy Circular,
you agree that the Concerned Shareholder Nominees will better serve
your interests as a shareholder of Zarlink, please vote using the
BLUE form of proxy distributed with the Concerned Shareholder Proxy
- You may vote the BLUE proxy for change even if you have previously
deposited a management proxy or other proxy. A timely delivered and
later-dated BLUE proxy automatically revokes any earlier one.
There is only a short time in which to make the needed change at Zarlink.
- In order to be deposited with Zarlink's registrar and transfer agent
in time to be used at the meeting, your BLUE proxy should reach
Kingsdale Shareholder Services Inc. before 5:00 p.m. (Eastern Time)
on Friday, July 18, 2008.
- Please fax only your BLUE proxy to 416-867-2271 or toll free:
1-866-545-5580. Hand delivered proxies should be returned to
Kingsdale at the Exchange Tower, 130 King Street West, Suite 2950,
P.O. Box 361, Toronto, Ontario, M5X 1E2.
- Non-registered shareholders are advised to refer to the information
under "General Proxy Information - Non-Registered Shareholders" in
the Concerned Shareholder Proxy Circular.
It's time for a change.
For new leadership. For a new direction.
For renewed shareholder value.
For further information:
For further information: The Concerned Shareholders of Zarlink
Semiconductor Inc., Scott Leckie, (416) 363-3399