OTTAWA, CANADA (NYSE: ZL) today announced that it has launched
new web content urging shareholders to "Learn the Truth."
Scott Leckie, David Banks and Daniel Owens ("the Leckie Group")
have consistently and systematically misled Zarlink shareholders in
press releases and conference calls. Learn the truth at
www.zarlink.com.
Who are the Leckie Group members?
"We do not run a hedge fund..." - Scott Leckie, Leckie Group
conference call, July 16, 2008.
The dissident group members are short-term traders, despite
claims that they are "long-term holders." The dissident group has
traded in and out of Zarlink stock for the last several years,
trading over 2.7 times their current position disclosed in the
Leckie Group circular.
What are Leading Proxy Advisory Firms Saying About the Dissident
Nominees?
"You may have seen that one of the institutional proxy advisory
services yesterday recommended that shareholders withhold their
votes for three of management's Board nominees." - Scott Leckie,
Leckie Group conference call, July 16, 2008.
The exact same report from RiskMetrics that they cite carries
the recommendation that shareholders vote management's YELLOW proxy
and REJECT the dissident nominees. Two other leading proxy advisory
firms - Glass, Lewis and Co. and PROXY Governance, Inc. - have
recommended shareholders vote FOR management nominees and REJECT
the dissident proxy. A number of stock market analysts have also
said now is not the time for change.
Zarlink's Product and Markets
"...this product portfolio is adrift. And without leadership, I
think the future is fairly, fairly weak, fairly grim." - David
Banks, Leckie Group conference call, July 16, 2008.
Zarlink is the leading provider, in fact the only provider, of
standards-based radio chips for wireless healthcare applications.
In the Optical market, we are the only vendor delivering active
optical cables for data center interconnect in volume production.
Zarlink is ranked as one of the top two suppliers of network
synchronization products, delivering the industry's broadest
offering of products. In the voice market, thanks to the Legerity
acquisition, Zarlink is one of three key suppliers in a large,
stable business.
What is Their Plan?
"We think there's two years of hard slog in getting this company
turned around." - David Banks, Leckie Group conference call, July
16, 2008.
Today, Zarlink's Board and Management have the company poised
for profitability in the current year.
In an advertisement published today in The Globe and Mail and
Ottawa Citizen, the Company urged shareholders to vote FOR the
reelection of Zarlink's slate of nominees for the Board of
Directors and reject the five individuals nominated by 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.
The text of the advertisement follows:
Vote the YELLOW Proxy Today, Vote for a Return to
Profitability!
Scott Leckie and two others holding only 5.9% of Zarlink's
shares are aiming to seize control of the company by replacing your
CEO, Chairman and the majority of the Board of Directors with their
own nominees. They offer a two year forecast to return the Company
to profitability; Zarlink's plan seeks a return to profitability
this year.
Three Leading Proxy Advisory Firms - RiskMetrics, Glass, Lewis
& Co., and PROXY Governance have all called for Zarlink
shareholders to REJECT the dissident slate.
- Zarlink has a clear and articulated corporate strategy.
- Recent operating and financial performance highlights the
success of the Company's corporate strategy.
- Zarlink's strong and balanced board has the required
financial, business, and technological expertise.
- Zarlink's product portfolio is focused and market leading.
To ensure your vote counts vote the YELLOW PROXY today or no
later than 4PM Toronto time Sunday, July 20, 2008 at
www.zarlink.com
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 by 4PM Toronto time Sunday, July 20, 2008. 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 Inc. Ed Goffin 613-270-7112
edward.goffin@zarlink.com
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