UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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ACACIA RESEARCH CORPORATION
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(Name of Registrant as Specified in Its Charter)
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SIDUS INVESTMENT PARTNERS, L.P.
SIDUS DOUBLE ALPHA FUND, L.P.
SIDUS DOUBLE ALPHA, LTD.
SIDUS ADVISORS, LLC
SIDUS INVESTMENT MANAGEMENT, LLC
MICHAEL J. BARONE
ALFRED V. TOBIA JR.
BLR PARTNERS LP
BLRPART, LP
BLRGP INC.
FONDREN MANAGEMENT, LP
FMLP INC.
BRADLEY L. RADOFF
Clifford
Press
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Sidus Investment Management,
LLC and BLR Partners LP, together with the other participants named herein (collectively, “Sidus”), has made a preliminary
filing with the Securities and Exchange Commission of a proxy statement and accompanying
BLUE
proxy card to be used to solicit
votes for the election of Sidus’ slate of highly qualified director nominees to the Board of Directors of Acacia Research
Corporation, a Delaware corporation (the “Company”), at the Company’s upcoming 2018 annual meeting of stockholders,
or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations
thereof.
On April 10, 2018,
Sidus issued the following press release:
SIDUS
Investment Management AND BLR Partners ISSUE LETTER TO BOARD OF Acacia Research Corporation
Believe Incumbent
Board Members Must be Held Accountable for Continued Destruction of Stockholder Value
Call for the
Pattern of Delay and Entrenchment to Stop Immediately
Stockholders
are Advised to Pay Close Attention to Developments at the Company – Last Week the Incumbent Board Unilaterally Appointed
Two Additional Directors with No Public Company Board Experience
NEW YORK, NY, April
10, 2018 – Sidus Investment Management, LLC and BLR Partners LP (together, “Sidus,” “we” or “us”),
collectively one of the largest stockholders of Acacia Research Corporation (“Acacia” or the “Company”)
(NASDAQ:ACTG), with aggregate ownership of approximately 4.2% of the Company’s outstanding shares, today issued a letter
to the Company’s Board of Directors (the “Board”). In the letter, Sidus explained its belief that the incumbent
Board members must be held accountable for the significant value destruction at Acacia and called for the pattern of entrenchment
to stop. The full text of the letter follows:
April 10, 2018
Dear Acacia Board
Members:
We view with increasing
concern the Board’s unilateral and immediate appointments of Joe Davis and Paul Falzone last week, neither of whom has previously
served as a director of a public company. Taken together with the two other previously appointed and never elected directors, 50%
of the Board has been hand-picked by incumbent directors and never elected by the Company’s stockholders. We believe this
is entirely unacceptable, especially considering the abysmal returns that stockholders have experienced under this Board over nearly
every relevant measurable period.
As a reminder, total
shareholder returns have been disturbingly
negative
over the past one (-34.4%), three (-65.0%), five (-86.6%) and
ten-year (-32.4%) periods.
1
How
can the Company’s stockholders have confidence in the directors hand-picked by this Board to reverse this trend of losses?
Further, we believe that the Board has hired five separate advisory firms in an apparent attempt to maintain the status quo and
discredit our demands for accountability and good governance. In our view, stockholders would be better served if Acacia’s
corporate resources were devoted to actions that will enhance stockholder value, not entrench the incumbents.
Compounding these
extremely problematic governance developments, we were informed yesterday that Acacia notified Broadridge Financial Systems that
it was cancelling the previously noticed April 9
th
record date and June 7
th
meeting date and setting a new
record date of
May 10
th
,
but no meeting date has been set at all
. No information has been
provided to stockholders as to why these previously established dates were cancelled. As such, it appears to us that the Board
may be planning to take actions that may not be in the best interests of the Company or its stockholders, including delaying the
2018 annual meeting of stockholders (the “Annual Meeting”). We nominated Clifford Press and Alfred V. Tobia Jr. for
election to the Board of Acacia at the Annual Meeting in order to give stockholders an opportunity to elect representatives of
their choosing. We believe that incumbent directors who have overseen such significant value destruction at Acacia must be held
accountable – not allowed to unilaterally appoint new Board members without stockholder consent.
1
Source:
Bloomberg, calculated as of April 4, 2018.
We warn the Board
to refrain from taking any action that may harm stockholders, including by further entrenching the incumbents. Specifically, the
Board and management must not take any action to use corporate resources or engage in any material transaction without stockholder
approval or prior to stockholders having the opportunity to vote on the composition of the Board. If necessary, on behalf of our
fellow stockholders, we will pursue every available legal remedy to invalidate any such transaction that we do not believe is in
the best interests of the Company or its stockholders, or is otherwise, in our view, tainted by self-interest or an intent to entrench
.
We believe that stockholders
deserve better than, in our view, failed performance from an entrenched Board. Accordingly, we demand that the Board hold the Annual
Meeting without delay in order to allow stockholders to elect representatives of their choice. The judgment of stockholders is
inevitable – experience has shown us that further attempts by the incumbents to manipulate the Company’s corporate
machinery at the expense of the Company’s stockholders will only strengthen stockholders’ resolve to effect meaningful
change at the Company. We look forward to presenting our highly qualified candidates to stockholders for their consideration at
the Annual Meeting.
Sincerely,
Sidus Investment Management,
LLC and BLR Partners LP
Contacts:
Clifford Press
(212) 277-5635
Alfred V. Tobia Jr.
(212) 751-6644
John Ferguson
Saratoga Proxy Consulting LLC
(212) 257-1311
CERTAIN INFORMATION CONCERNING
THE PARTICIPANTS
Sidus Investment Management, LLC,
together with the other participants named herein (collectively, "Sidus"), has filed a preliminary proxy statement and
accompanying BLUE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the
election of its slate of director nominees at the 2018 annual meeting of stockholders of Acacia Research Corporation, a Delaware
corporation (the "Company").
SIDUS STRONGLY ADVISES ALL STOCKHOLDERS
OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO SARATOGA PROXY CONSULTING LLC.
The participants in the proxy solicitation
are anticipated to be Sidus Investment Partners, L.P. (“Sidus Partners”), Sidus Double Alpha Fund, L.P. (“Sidus
Double Alpha”), Sidus Double Alpha, Ltd. (“Sidus Double Alpha Offshore”), Sidus Advisors, LLC (“Sidus Advisors”),
Sidus Investment Management, LLC (“Sidus Management”), Michael J. Barone, Alfred V. Tobia Jr., BLR Partners LP (“BLR
Partners”), BLRPart, LP (“BLRPart GP”), BLRGP Inc. (“BLRGP”), Fondren Management, LP (“Fondren
Management”), FMLP Inc. (“FMLP”), Bradley L. Radoff and Clifford Press.
As of the date hereof, Sidus Partners
directly beneficially owns 167,448 shares of common stock, par value $0.001 per share (the “Common Stock”), of the
Company. As of the date hereof, Sidus Double Alpha directly beneficially owns 458,461 shares of Common Stock. As of the date hereof,
Sidus Double Alpha Offshore directly beneficially owns 209,967 shares of Common Stock. As of the date hereof, 194,124 shares of
Common Stock were held in an account to which Sidus Management serves as the sub-advisor (the “Managed Account”). Sidus
Advisors, as the general partner of each of Sidus Partners and Sidus Double Alpha, may be deemed to beneficially own the (i) 167,448
shares of Common Stock owned directly by Sidus Partners and (ii) 458,461 shares of Common Stock owned directly by Sidus Double
Alpha. Sidus Management, as the investment manager of each of Sidus Partners, Sidus Double Alpha and Sidus Double Alpha Offshore,
and as the sub-advisor of the Managed Account, may be deemed to beneficially own the (i) 167,448 shares of Common Stock owned directly
by Sidus Partners, (ii) 458,461 shares of Common Stock owned directly by Sidus Double Alpha, (iii) 209,967 shares of Common Stock
owned directly by Sidus Double Alpha Offshore and (iv) 194,124 shares of Common Stock held in the Managed Account. Each of Messrs.
Barone and Tobia, as a Managing Member of Sidus Management, may be deemed to beneficially own the (i) 167,448 shares of Common
Stock owned directly by Sidus Partners, (ii) 458,461 shares of Common Stock owned directly by Sidus Double Alpha, (iii) 209,967
shares of Common Stock owned directly by Sidus Double Alpha Offshore and (iv) 194,124 shares of Common Stock held in the Managed
Account. As of the date hereof, BLR Partners directly beneficially owns 1,090,000 shares of Common Stock. BLRPart GP, as the general
partner of BLR Partners, may be deemed to beneficially own the 1,090,000 shares of Common Stock owned directly by BLR Partners.
BLRGP, as the general partner of BLRPart GP, may be deemed to beneficially own the 1,090,000 shares of Common Stock owned directly
by BLR Partners. Fondren Management, as the investment manager of BLR Partners, may be deemed to beneficially own the 1,090,000
shares of Common Stock owned directly by BLR Partners. FMLP, as the general partner of Fondren Management, may be deemed to beneficially
own the 1,090,000 shares of Common Stock owned directly by BLR Partners. Mr. Radoff, as the sole shareholder and sole director
of each of BLRGP and FMLP, may be deemed to beneficially own the 1,090,000 shares of Common Stock owned directly by BLR Partners.
As of the date hereof, Mr. Press does not beneficially own any shares of Common Stock.
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