|Three Leading Proxy Advisory Firms Recommend AuthenTec Stockholders Withhold Consent for Calling of Special Meeting of Stockholders RiskMetrics ISS, Glass Lewis & Co. and Proxy Governance recommend rejection of a special meeting of AuthenTec stockholders|
|Thursday, 15 April 2010 00:00|
AuthenTec, Inc. (NASDAQ: AUTH), a leading provider of security, identity management and touch control solutions, today announced that RiskMetrics Group's ISS Proxy Advisory Services, Glass Lewis & Co., and Proxy Governance, Inc., all three of the nation's leading proxy advisory firms, recommended that AuthenTec stockholders withhold consent for the Special Meeting of Stockholders currently being solicited by UPEK Inc.
In its April 14, 2010 report recommending that AuthenTec stockholders withhold consent for the Special Meeting of Stockholders, ISS noted*: "In previous M&A related consent solicitations, the dissident i.e. the potential acquirers were public companies that had financial and other material information readily available for investors to examine the merits of their bid.
Without such disclosure, it is difficult for shareholders to assess at this time if the rebuffed offer is credible and reasonable. Given this lack of financial information on UPEK, we cannot conclude that the proponent's request to call a special meeting for full replacement of the board is compelling enough.
ISS does not support UPEK's proposal. However, given that the electronic voting platform used by Broadridge only allows for two valid vote options (FOR and ABSTAIN), it is recommended that shareholders ABSTAIN." The company would note that the other option is for investors to simply discard the proxy-like cards.
In its April 2, 2010 report, Glass Lewis noted*: "Given that it appears the board has engaged in sufficient due diligence related to the merger and coupled with UPEK's unwillingness to disclose any of its financial information for the past two years, we see no reason why shareholders should consent to calling a special meeting in order to remove the entire current board. Accordingly, we recommend that shareholders revoke consent to the written proposal." In its April 9, 2010 report, Proxy Governance noted*: "UPEK's continuing inability to provide its audited financial statements, however, is deeply troubling. Without audited financial statements, as UPEK certainly must know, AuthenTec shareholders have no way to evaluate either the fairness or the credibility of the UPEK offer -- let alone any reason to believe their current board has acted irresponsibly.
*Permission to use this quotation was neither sought nor obtained.
About AuthenTec AuthenTec provides security, identity management and touch control solutions for enterprise and consumer applications. The Company's smart sensor products and security solutions are used in virtually every aspect of life, from the PC on your desk to the mobile device in your hand to the server in the cloud.
AuthenTec's newest generation of TruePrint(R) smart sensors, TrueSuite(TM) identity management software and TrueProtect(TM) embedded security products (formerly SafeNet Embedded Security Solutions) provide developers and users secure and convenient ways to manage today's rapidly evolving digital identities and security needs.