Leading Independent Advisory Service Recommends Shareholders Vote "FOR" Zarlink's Slate of Directors
July 14 2008 - 2:54PM
Marketwired
OTTAWA, CANADA (NYSE: ZL) today announced that Glass, Lewis and
Co. has recommended that its clients vote FOR the reelection of
Zarlink's slate of nominees for the Board of Directors and reject
the five individuals nominated by Scott Leckie, Daniel Owen and
David Banks ("the Leckie Group"). All of Zarlink's eight current
directors are standing for reelection at the Company's Annual and
Special Meeting of Shareholders on July 23, 2008.
Glass, Lewis & Co. is a leading independent proxy advisory
firm whose recommendations are relied upon by hundreds of clients
worldwide.
In recommending that shareholders vote FOR all nominees on the
Company's YELLOW proxy card, Glass Lewis noted that:
- The Company's stock price has traded in line with selected
peers in recent years.
- In other respects, the Company's financial performance
actually improved for fiscal years 2006 and 2007.
- Sales, General and Administrative (SG&A) expenses as a
percentage of sales fell below the peer mean and median for the
past five fiscal years.
- The Company has undertaken (and continues to implement)
various incentives to cut cost and improve performance.
- The Company appointed two new directors to the Board in 2007
(Mssrs. Chowaniec and Khaykin) with operating experience in the
semiconductor/technology industry.
- The Dissident nominees intend to replace the Company's CEO,
but have failed to identify any definite candidates for this
position on a permanent basis.
- The Dissident's plan for improvement (other than replacing the
CEO) does not depart significantly from the Company's own stated
strategic plan.
Glass Lewis concluded that:
"Based on these factors, combined with the Company's efforts to
cut costs and improve performance ... we recommend that
shareholders vote FOR all nominees on the Company's YELLOW proxy
card."(i)
Zarlink is very pleased that based on a comprehensive review,
Glass Lewis reaffirms that it is in the best interest of
shareholders to retain the current Board in place as it continues
to execute on a strategic plan and drive growth and sustained
profitability. The Company strongly urges all shareholders to vote
for Zarlink's well-qualified Board of Directors nominees, and
reject the Leckie Group nominees, whom it believes are attempting
to seize control of your Company's Board while offering no clear
plan or vision.
Zarlink's current Board of Directors is comprised of individuals
with a balance of financial, technical and business experience. All
Board members are dedicated to supporting Zarlink's success through
responsible and well-considered strategic actions that create and
return value to all shareholders. By comparison, it would appear
that the individuals nominated by the Leckie Group offer limited
experience in the semiconductor business, the technology industry
and in serving on the Board of a public company. As a group, they
do not appear to have even a broad understanding of Zarlink's
product portfolio, markets or customers.
(i) Permission to quote from Glass, Lewis & Co. was neither
sought nor obtained.
Important shareholder voting instructions
The Zarlink proxy to vote is YELLOW. Your vote is important,
regardless of how many shares you own. Voting is a very quick and
easy process. To be effective completed YELLOW proxies must be
received by 10:30 a.m. on July 21, 2008. Due to the limited time
available we recommend voting by Internet, telephone or facsimile
today or at least 24 hours in advance of the proxy cut-off. If you
have already voted using the dissident proxy you have every right
to change your vote as it is the later dated proxy that will be
counted.
We urge you to carefully consider the ramifications of your vote
and to submit your YELLOW proxy today FOR the election of the slate
of director nominees set out in the Zarlink Management Proxy
Circular. Please discard any proxy or related materials you may
receive from the Dissidents and vote using only the YELLOW form of
proxy. For ease of voting, Zarlink shareholders are encouraged to
vote using the Internet and entering their YELLOW control number.
Please visit www.zarlink.com for additional information.
Shareholders with questions or needing assistance in voting
their YELLOW proxy are encouraged to call Zarlink's proxy
solicitation agent, Georgeson (North American toll-free,
1-866-717-8088).
About Zarlink Semiconductor
For over 30 years, Zarlink Semiconductor has delivered
semiconductor solutions that drive the capabilities of voice,
enterprise, broadband and wireless communications. The Company's
success is built on its technology strengths including voice and
data networks, optoelectronics and ultra low-power communications.
For more information, visit www.zarlink.com.
Shareholders and other individuals wishing to receive, free of
charge, copies of the reports filed with the U.S. Securities and
Exchange Commission and Regulatory Authorities, should visit the
Company's web site at www.zarlink.com or contact Investor
Relations.
Certain statements in this press release constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties, and
other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance, or achievements expressed or implied
by such forward-looking statements. Such risks, uncertainties and
assumptions include, among others, the following: our dependence on
the successful development and market introduction of new products;
our dependence on revenue generation from our legacy products in
order to fund development of our new products; our ability to
successfully integrate Legerity and any businesses acquired in the
future; any potential undisclosed liabilities associated with the
Legerity acquisition; our ability to operate profitably and
generate positive cash flows in the future; our dependence on our
foundry suppliers and third-party subcontractors; order
cancellations and deferrals by our customers; and other factors
referenced in our Annual Report on Form 20-F. Investors are
encouraged to consider the risks detailed in this filing.
Contacts: Zarlink Semiconductor Ed Goffin 613-270-7112
edward.goffin@zarlink.com
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