Park City Capital Announces Proxy Contest at Resonant Inc. to Maximize Value for Shareholders
October 06 2017 - 8:30AM
Business Wire
Park City Capital, LLC, the beneficial owner with its affiliates
of approximately 6.5% of the shares of Resonant Inc. (Nasdaq:RESN),
today announced that it will initiate a proxy contest to elect a
new board of directors at Resonant’s next annual meeting of
shareholders expected to be held in early June 2018. Resonant’s
full board of directors is elected annually.
Park City believes that Resonant is in critical need of new
leadership at the board level to take the company in a new
direction. Park City is concerned that the Resonant board includes
two company executives and a company service provider and overall
lacks representation by shareholders with meaningful ownership in
the company. Park City believes that a board with true “skin in the
game” will better advance shareholder interests.
Park City is concerned that the current Resonant board—with a
lack of meaningful ownership in the company—has been all too eager
to continually return to the capital markets to effectuate dilutive
financings and to implement excessive equity programs for
executives. Park City is even more concerned that the Resonant
board has carried out its dilutive financing strategy while
deliberately excluding Park City’s current board representative
from the board’s review process. Park City has attempted to work
constructively with the board, but has repeatedly been rebuffed and
excluded simply for raising valid board matters for
consideration.
Park City believes that Resonant’s stock price does not reflect
the true value of the company based on the potential for the
company’s technology. Park City believes that Resonant may be able
to achieve a better outcome for shareholders by pursuing a sale of
the company, which Park City believes is likely to attract a buyer
willing to value the company more favorably than the current market
for Resonant stock.
Resonant has stated that its technology is “creating a potential
disruptive force in the RFFE supply chain that historically has
been dominated by a few key players.” Park City believes that a
likely acquirer of Resonant is an established filter
manufacturer/module company, which would be better off acquiring
Resonant’s technology than allowing it to disrupt the industry,
would be in a better position to maximize the value of Resonant’s
technology in the market, and would not want any of its competitors
to own Resonant’s technology.
Park City intends to nominate a full slate of highly qualified
and independent director candidates to replace Resonant’s current
board. Over the next several months, Park City will complete its
review and selection of a full slate of highly capable director
candidates. Park City encourages shareholders to contact Park City
to propose potential board candidates for inclusion in the
slate.
On October 25, 2016, Park City announced that it was initiating
a proxy contest to elect new directors at ARI Network Services,
Inc. (Nasdaq:ARIS) because it believed that ARI was undervalued and
had a unique opportunity to maximize shareholder value by seeking
to sell the company. Park City wrote letters to the ARI board and
engaged in extended discussions with the ARI board in an effort to
advance and assist with a sale of the company. On June 21, 2017,
ARI announced that it had entered into a definitive agreement to be
acquired in an all-cash transaction representing a 33% premium to
ARI’s 60-day average closing stock price. The acquisition of ARI
was closed on August 29, 2017.
Resonant and ARI are in different industries and at different
stages of development, and Park City believes that Resonant could
attract a much higher premium to its stock price in a sale
transaction. However, although Park City’s efforts at ARI were
highly successful, it cannot guarantee the same or better results
at Resonant. Park City can promise, however, that it will make
every effort to maximize value for shareholders.
If you own shares of Resonant, Park
City would like to hear from you. Please contact Alliance
Advisors, Park City’s proxy advisor, toll-free at 855-737-3183, or
Michael J. Fox of Park City at 214-855-0801.
Park City Capital, LLC and Park City Capital Offshore Master,
Ltd. intend to make a filing with the SEC of a proxy statement and
accompanying proxy card to solicit votes for the election of
director nominees at the 2018 annual meeting of shareholders of
Resonant Inc.
Park City Capital Offshore Master, Ltd. beneficially owns
1,035,000 shares of common stock, and warrants to purchase an
additional 335,000 shares of common stock, of Resonant. Park City
Capital, LLC, which is the investment manager of Park City Capital
Offshore Master, Ltd., and Michael J. Fox, who serves as the
managing member of Park City Capital, LLC, also beneficially own
these shares. In addition, Mr. Fox holds 28,667 shares of common
stock, warrants to purchase 10,700 shares, and 29,594 restricted
stock units of Resonant in his individual capacity.
Park City Capital, LLC, Park City Capital Offshore Master, Ltd.,
their control persons, and their nominees to the Resonant board
will be the participants in this proxy solicitation. Information
regarding the participants and their interests in the solicitation
will be included in Park City’s proxy statement and other materials
filed with the SEC. SHAREHOLDERS OF RESONANT SHOULD READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS CAREFULLY AND IN THEIR ENTIRETY
AS THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION
RELATING TO THE ANNUAL MEETING AND PARK CITY’S NOMINEES TO THE
BOARD AND SOLICITATION OF PROXIES. THESE PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM
ALLIANCE ADVISORS, LLC.
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version on businesswire.com: http://www.businesswire.com/news/home/20171006005340/en/
Alliance AdvisorsPeter Casey, 973-873-7710Toll-free number:
855-737-3183
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