Two Independent Advisory Services Recommend Shareholders Vote "FOR" Zarlink's Slate of Directors
July 15 2008 - 10:17AM
Marketwired
OTTAWA, CANADA (TSX: ZL) today announced that independent proxy
advisory company PROXY Governance, Inc. 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" or
"the dissidents"). In its recommendation, PROXY Governance, Inc.
questions the Leckie's Group's stated plan to halt Company actions,
while supporting the efforts of the Company's Board of Directors
and Management to continue to deliver on its strategic plan.
This announcement comes on the heels of a supportive analysis
and conclusion by Glass, Lewis & Co. that also recommends
Zarlink shareholders Vote "FOR" the Company's slate of Directors.
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.
PROXY Governance, Inc. is an independent proxy advisory and
voting company that works to provide objective advice that supports
the goal of building long-term shareholder value.
PROXY Governance provides research and proxy voting
recommendations on U.S. and non-U.S. publicly reporting
companies.
In recommending that shareholders vote FOR all nominees on the
Company's YELLOW proxy card, PROXY Governance, Inc. did note that
many shareholders will have a certain sympathy for the dissidents'
frustrations, but stated that(i):
- "...we find the dissidents' plans far less compelling than
their frustrations. Reading through the dissident proxy circular,
one is struck by how heavily it relies on an utterly unlikely
time-out period during which the dissident nominees can, in their
own words, come up to speed on 'the company's strengths and
weaknesses' so they may successfully 're-engineer the strategic
plan to develop and refine' their plans for the company."
- "However, there is clear evidence that the incumbent board and
its management team have faced down many of the difficult choices a
turnaround requires, and credible early indications - seconded by
several equity analysts - that the company has turned the
corner."
- "...none of the dissident nominees appear to have backgrounds
better suited to delivering on the strategic plan than the
incumbent directors."
- "...we believe shareholders would be better served by granting
the board continued latitude to deliver on its strategic plan."
PROXY Governance, Inc. concluded that although the dissident
action has served to give notice to the board that shareholders are
frustrated with the pace of recovery the board is overseeing:
"...we question whether the dissidents' alternative plan for
success is sufficiently grounded, detailed, and credible. As the
board's strategic plan has begun to demonstrate early success, and
as none of the dissident nominees appear to have experience or
skills better suited to delivering on the strategic plan than the
incumbent directors, we believe shareholders would be better served
by granting the board continued latitude to deliver on its
strategic plan."
(i) Permission to quote from PROXY Governance, Inc. 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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