Author Archives: John Grau

Bloomberg 2020 Global Activism Market Review

Bloomberg has released their 2020 Global Activism Market Review. InvestorCom received recognition in two categories for an active first quarter.

InvestorCom was ranked as a top Proxy Adviser to Activist Shareholders in contested solicitations. And also was recognized as a top adviser to investment funds in activist proxy campaigns.

For more information and a thorough breakdown of the category, visit our LinkedIn page!

https://www.linkedin.com/company/investorcom-inc-/?viewAsMember=true

SABA CAPITAL REACHES AGREEMENTS WITH THREE WESTERN ASSET CLOSED-END FUNDS

CORRECTING and REPLACING Saba Capital Reaches Agreements with Three Western Asset Closed-End Funds

Western Asset Global High Income Fund Inc., Western Asset High Income Fund II Inc., and Western Asset High Income Opportunity Fund Inc. to Commence Tender Offers

The corrected release reads:

SABA CAPITAL REACHES AGREEMENTS WITH THREE WESTERN ASSET CLOSED-END FUNDS

Western Asset Global High Income Fund Inc., Western Asset High Income Fund II Inc., and Western Asset High Income Opportunity Fund Inc. to Commence Tender Offers

Saba Capital Management, L.P. and certain associated parties (collectively “Saba”) today issued the following statement regarding agreements with Western Asset Global High Income Fund Inc. (NYSE: EHI), Western Asset High Income Fund II Inc. (NYSE: HIX), and Western Asset High Income Opportunity Fund Inc. (NYSE: HIO) (“Western Asset” or the “Funds”).

“We are pleased to have reached these agreements with the Funds’ Boards, which are the result of ongoing constructive engagement,” said Paul Kazarian, Portfolio Manager at Saba. “We believe the agreements will benefit all shareholders by providing them the opportunity to tender their shares at a price close to the Funds’ respective net asset values.”

Under the terms of the agreements, Western Asset Global High Income Fund Inc., Western Asset High Income Fund II Inc., and Western Asset High Income Opportunity Fund Inc. will commence cash tender offers for up to 50%, 35%, and 25%, respectively, of the Funds’ outstanding shares of common stock at a price per share equal to 99.5% of the Funds’ respective net asset values (“NAV”) per share. The tender offers will not expire prior to November 13, 2020, or such later date as determined by the Funds’ Boards of Directors. The Funds will repurchase shares tendered and accepted in the tender offers in exchange for cash. In addition, Saba has agreed to certain standstill covenants.

ABOUT SABA CAPITAL

Saba Capital Management, L.P. is an Investment Adviser based in New York. Launched in 2009, Saba currently manages assets across three core strategies: Credit Relative Value, Tail Hedge, and Closed-End Funds.</p.

View source version on businesswire.com: https://www.businesswire.com/news/home/20200622005695/en/

Contacts

MEDIA Gasthalter & Co. Jonathan Gasthalter/Amanda Klein (212) 257-4170

Shareholder Activism: An Expert Opinion from InvestorCom’s CEO

Following up on our last IR bulletin where we discussed the growing trend of shareholder activism and steps IROs can take to manage such investors, Intro-act Director and IR expert, Laura Guerrant-Oiye, spoke with John Glenn Grau, president and CEO of InvestorCom, a provider of proxy solicitation response campaigns, activist solicitation and advisory services, stockholder surveillance and identification, and IR support services. The conversation focused on developments and trends in the shareholder activism space, and John offered insights on a range of issues including the difference between “healthy” and “unhealthy” activism, landmines to avoid when dealing with activist shareholders, sectors prone to activism, key takeaways from the recent proxy season, and the significance of stock surveillance in investor targeting. Below is the full interview:

Laura (LGO): Activism by its very nature has negative connotations to it, but not all activism is equal. What do you think is meant by that? Is there really such a thing as healthy activism?

John (JGG): What drives an activist is the enhancement of value. That activist will create value for all shareholders. More and more activists are becoming long-term investors. Corporate raiders of the 1980s have evolved into advocates of change. Sure, some raiders exist, but there are now far more long-term value investors who are also labeled as activists, but often the definitions of these investors are blurred.

LGO: When considering proxies, what catalysts emerge that lead to “healthy” vs “unhealthy” activism?

JGG: Healthy activism is constructive and is driven by an investor who understands a company’s good governance and won’t interfere with the proxy process unless a change is warranted. Unhealthy activism certainly exists but is more driven by an opportunistic investor or a company who puts itself in a vulnerable position of not knowing its investors.

LGO: From a corporation’s standpoint, what are the landmines you want to avoid in order to mitigate the likelihood of flagging activist attention?

JGG: Stock performance relative to your peer group will always be the best defense. Following that is a diverse shareholder base who has a knowledge of the company and its management.

LGO: What are some of the key steps a company should take to prepare for the eventuality of being in the crosshairs of an activist investor? Are there any steps that CEOs should be looking at today, even if they are not currently an activist target?

JGG: A CEO and management team should always prepare to be the target of an activist, just as they would be prepared to deal with a competitor in their industries! Take every opportunity to learn about your investor base and carefully understand who is inquiring about investor meetings. Know that any investor who might sound like a “hedge fund” might very well be a great long-term investor, but CEOs need to know who they are talking to.

LGO: What are some of the different tactics that activist investors use to improve the performance and value of their target companies?

JGG: Activist investors have done a great job of recruiting effective, diverse, and experienced board members who have the potential to make contributions to target companies. While it might seem like to a threat to those companies that are not in need of change, it is a lifeline to the companies who are in dire need of change.

LGO: Are there sectors that are particularly prone to activism at present?

JGG: While activism is mostly tied to industries with lower total shareholder returns, we have seen upward trends in media, telecommunications, and publishing, with aerospace and consumer durables just behind that in 2019. While there have been far fewer activist transactions in 2020, partly as a result of COVID-19, there are many activists with dry powder slowly putting money back into the market.

LGO: How has COVID-19 impacted the activist landscape? There has been considerable press warning for IROs to carefully watch their 13Fs. Is it hype or is it real? Are 13Fs the best way to keep watch?

JGG: Activism has declined as a result of COVID-19, for now. This is allowing time for activists to find new opportunities based on how companies are performing in this unpredictable market. Yes, IROs should watch their 13Fs, but keep in mind that some smaller activists are not required to file 13Fs if they hold below 5%. This is why stock surveillance can be such an invaluable tool; it augments 13Fs by taking into account non-filers and enables IROs to truly gauge shareholder movement on a “real-time” basis. The point is, be careful and know your shareholders.

LGO: What are the key takeaways that have emerged from this most recent proxy season?

JGG: Activists are more aware of governance issues such as board diversity, ESG, and executive compensation. All of these issues are taken into account when determining if your company is going to be the target of an activist campaign. It helps the activist understand their chances of success. Retail shareholder engagement and participation is as important as ever, as these holders are becoming more informed because of the media. Knowing the composition of your institutional and retail mix is key to understand the outcome of proxy agenda.

LGO: Some companies believe they need stock surveillance only when there is a proxy issue or full out battle at hand. Why would an IR department want to consider stock surveillance as an integral component of their strategic program?

JGG: Stock surveillance is an ongoing quantitative measurement of the effectiveness of your IR efforts throughout the year. It is not simply a database. It tracks who is “dipping their toe” in and out of the stock and then buying larger share positions well before any public filings. Who is interested and who might be following them into the stock. By the time a company becomes aware of this buying, and an activist campaign has commenced, essentially the “damage is done” in terms of both engaging with the activist but of equal importance engaging with all other investors in a manner that one would be leading up to an activist event.

LGO: How can stock surveillance help a company keep activists at bay?

JGG: Stock surveillance is an important daily tool to use as part of your daily investor relations role. Through stock surveillance, you add an additional layer of intelligence to your investor targeting, you have the ability to see in “real-time” who is buying and selling your stock and why shareholders are buying and selling shares. Additionally, you are potentially identifying activist threats and turning them into potential opportunities in the event they are presented to the company.

LGO: Why aren’t 13Fs necessarily the best measurement of shareholder movement in your stock?

JGG: Form 13F is a quarterly report that is required to be filed by investment managers with at least $100 million in assets under management. These filings are released 45 days after the end of each quarter, so you are working with information that is outdated until the next quarter’s filings are out. Of more importance, these filings do not cover institutional holders who manage under $100 million in assets (but could still be a top shareholder in your company), including many activist funds.

LGO: Let’s say an activist investor appears on your 13F, but has not reached out or had any engagement with you. What are the best steps to take?

JGG: You should first do your homework on who the activist is. Reach out to your stock surveillance firm to get a history of this activist’s holdings and transactions and then engage with the activist accordingly. The activist could be your biggest problem or your best next long-term investor — depending on how they are managed!

LGO: Some micro-cap companies believe they are too small to be of interest to an activist. Is that true?

JGG: Not at all. These deals exist quite often but they are just not mentioned because of their size. In fact, micro-cap companies are just as vulnerable as any company because it takes a much smaller investment to accumulate a meaningful stake in the company.

About InvestorCom: InvestorCom is one of today’s leading independent full-service shareholder intelligence firms serving publicly traded companies worldwide. Underlying our formation is the notion that no two companies’ shareholder compositions are alike, and therefore each company requires the consulting services of a firm that can penetrate the veil of “street name” beneficial ownership and apply this intelligence through a variety of services to increase shareholder value. InvestorCom prides itself on the level of knowledge of its clients’ industries and the commitment to the ongoing education of its executives. InvestorCom represents a quality universe of clients from various industries, including Technology, Healthcare, Financial Services, Public Utilities, and Communications. Our clients benefit from the advantage of consistent high-level interpretative analysis, not just data distribution. This difference is what we call “Shareholder Intelligence.” Unlike most of our competitors, InvestorCom is an independent firm providing the balance of a broad range of services in a focused team-driven environment.

Services include Stock Surveillance, Proxy Solicitation, Corporate Governance Consulting, and Information Agent Services.

John Glenn Grau (203) 295-7841 jgrau@investor-com.com

About Laura Guerrant-Oiye: Laura Guerrant is a senior investor relations practitioner with over 25 years of experience in the design and implementation of successful IR programs. She has advised clients in a wide variety of industries including technology, healthcare, biotech, consumer products, REITS and financial services industries. She has deep experience in crisis communications and transactional communications, including IPOs, M&A, proxy fights, and secondary equity and debt offerings.

Laura is the owner and principal of Guerrant Associates, an investor relations and corporate communications firm providing financial communications, investor relations, financial media relations, and strategic counsel to publicly held and pre-public companies. The firm offers a range of services from financial communications & corporate counseling to full-service IR programs. She is a recognized leader in the IR community, having served on the NIRI Silicon Valley Chapter Board of Directors as well as being a founding member and President of the NIRI Virtual Chapter, NIRI’s second largest chapter. She is also co-chair of The CEO Summit, a bi-annual tech investor conference. Laura serves on Intro-act’s Board of Directors and is a Strategic Advisor to InvestorCom.

Laura Guerrant-Oiye Guerrant Associates (808) 960-2642 laura@ga-ir.com

Saba Capital Management wins proxy contest against Eaton Vance.

InvestorCom client Saba Capital Management wins proxy contest against Eaton Vance.

In this contest, all of Saba’s nominees, David Basile, Peter Borish and Charles I. Clarvit, were elected to the Board. Shareholders also voted to declassify the Board.

This contest shows that shareholders are looking to improve performance and corporate governance at Eaton Vance.

https://finance.yahoo.com/news/saba-capital-nominees-overwhelmingly-elected-200500780.html

Activism in a Pandemic

The 2020 proxy has differed from years past due to the spread of covid-19 and is changing the way that companies interact with their shareholders.

The dip in the market has caused some activists to swoop up shares at the greatly reduced price and make a bid for a takeover. This is causing some companies in the hardest hit industries, like energy and entertainment, to consider creating shareholder rights plans in the hopes of deterring these activists.

These plans differ from those in the past because companies are evaluating whether their corporate governance structures are strong enough to protect them in times like this. In an effort to protect shareholders from offers coming in that had goals that are not in the interest of the long-term goals for the company, some are turning back to poison pill provisions to prevent this from happening in the future. This includes lowering the ownership threshold trigger and closely monitoring activists and signs of a potential takeover.

Before every public company starts drafting a shareholder rights plan, companies need to decide if they are really in their best interest. Specifications can be made including moving the annual meeting, tying these provisions to the current pandemic, and changing threshold ownership triggers. This is normally a busy time in the proxy season, but many companies are looking to protect employees and current projects at this time rather than making drastic changes.

For further considerations, read into which companies have added poison pills in the last few weeks. https://www.friedfrank.com/siteFiles/Publications/FFMAPEPoisonPillsCOVID03232020.pdf

InvestorCom named Number Two Proxy Firm by Activist Insight

InvestorCom Wins Top Place Among Proxy Firms

Activist Insight completed research on proxy advisers, and has named InvestorCom as the second largest proxy advisor to activist shareholders in the United States in 2019. We could not be more excited about this achievement.

To read the report in full, please follow the link, https://www.activistinsight.com/research/AiM_122019_AdviserAwards.pdf

SEC Proposed Proxy Rule Amendments 2020

On November 5, 2019, the Securities and Exchange Commission voted to propose certain amendments to its proxy rules. One of the proposed changes seeks to “modernize the criteria for use of the shareholder-proposal process through the company’s proxy statement.” Another proposed change relates to proxy advisory services such as ISS and Glass, Lewis & Co. and is “intended to help ensure that proxy voting advice used by investors and others who vote on investors’ behalf is accurate, transparent, and materially complete.” These proposed changes are summarized below.

Exchange Act Rule 14a-8 Requirements and Resubmission Thresholds

The proposed amendments eliminate the current percentage threshold which is, a person must hold 1% or $2,000 worth of a company’s securities for a minimum of one year to submit a shareholder proposal. The new rule would instead have a shareholder satisfy at least one of three alternative minimum dollar amount thresholds, each with their own minimum holding period. The new thresholds and corresponding minimum holding periods put forth are:

• A minimum investment of $2,000 of an issuer’s securities for at least three years

• A minimum of $15,000 for at least two years

• A minimum of $25,000 for at least one year

Additionally, stockholders would be required to make themselves available, either in person or by teleconference, to the company between 10 and 30 calendar days after submission of a shareholder proposal. Specific dates and times would need to be provided to the company, as well as contact information in order to discuss the proposal.

If a stockholder wishes to use a representative to submit a proposal, documentation would be needed to state that the representative has authorization to act on the proponent’s behalf.

Rule 14a-8(c)

The one-proposal limit has been in place for decades. The proposed amendment would clarify language to say that that each “person” may submit only one proposal rather than each “shareholder.”

Rule 14a-8(i)(12)

Under the new policy shareholder proposal resubmission thresholds would be increased considerably. The new proposed rule change increases these thresholds to 5%, 15% and 25%; compared to the current policy, which states that a shareholder proposal is eligible for resubmission if, within the previous 5 years, it received support from 3% or more of the shares voted on the proposal in its first submission. This threshold jumps to 6% on the second attempt and 10% on the third attempt.

The proposed new provision would also allow for exclusion of a proposal that has been previously voted on three or more times in the last five years, notwithstanding having received at least 25 percent of the votes cast on its most recent submission, if the proposal (i) received less than 50 percent of the votes cast and (ii) experienced a decline in shareholder support of 10 percent or more compared to the immediately preceding vote.

Proposed rule amendments for proxy voting advice

Federal proxy rules state that a person or entity engaging in a “solicitation” must comply with filing and informational requirements in order to ensure that investors have complete and accurate information. The SEC considers the furnishing of proxy voting advice to be a “solicitation” that is subject to filing requirements under the proxy rules. To avoid having to comply with these requirements, proxy advisory services like ISS and Glass Lewis rely on exemptions under Rule 14a-2(b) of the Exchange Act. The SEC has proposed adding certain conditions to this practice to improve accuracy and transparency.

Rule 14a-1(I)

The SEC proposes to amend this rule to “specify the circumstances when a person who furnishes proxy voting advice will be deemed to be engaged in a solicitation subject to the proxy rules.” It will also alter language to amend the rule to “voting advice provided in response to an unprompted request would not constitute a solicitation.”

Rule 14a-2(b)(1) and 14a-2(b)(3)

In order to rely on the exemptions under these rules, a proxy advisor needs to meet the following conditions:

• Provide enhanced disclosure around conflicts of interest (specific language)

• Give issuers an opportunity to review and provide feedback on proxy voting advice before it is released

• Give issuers the option to request that the proxy advisor include a hyperlink of the voting advice in addition to the written

advice, to be used instead or in addition to the filing of added definitive proxy materials

In order for the issuer to take advantage of the proposed review/feedback opportunity, they must file definitive proxy materials at least 25 calendar days prior to the meeting date. This review period is dependent upon how far in advance of the meeting date the definitive materials are filed. If materials are filed less than 45 but at least 25 calendar days prior to the meeting, the review window would be a minimum of three business days. If materials are filed 45 calendar days before the meeting, the review window would be a minimum of five business days.

Rule 14a-9

The current rule prohibits false or misleading statements in proxy material, including:

• Predictions of future market values

• Material which directly or indirectly makes attacks on personal character or directly or indirectly makes changes concerning improper, illegal or immoral conduct or associations without factual foundation;

• Failure to identify a proxy statement, form of proxy and other soliciting material as to clearly distinguish it from the soliciting material of any other person or persons soliciting for the same meeting or subject matter and;

• Claims made prior to a meeting regarding the results of a solicitation

The SEC is proposing to amend the list to add potential disclosure requirements for proxy advisory firms including the firm’s methodology, sources of information and conflicts of interest. The proposed amendments also seek to clarify different criteria used by the proxy advisory firms and the SEC. For example, advisory firm against recommendations due to disclosure that may be considered inadequate by advisory firms’ standards but sufficient to meet the Commission’s criteria.

The changes being proposed are issuer friendly. The vote to propose the changes was 3-2, with the two opposing votes believing that the proposals stack the odds against shareholders and favor the playing field towards corporations. The proposed rules for shareholder proposals will potentially make it harder for shareholder proponents to submit a proposal because some proponents are now no longer eligible under these new guidelines; whether they are not long-term holders or don’t hold enough stock to qualify under the proposed thresholds. In addition, the proposed resubmission guidelines will make it more difficult for proposals to be resubmitted.

The proposed changes to the proxy advisor rules pertaining to additional disclosure by the advisors should allow more transparency for issuers. In addition, issuers would be able to review the advisory service recommendation report and would be able to have a link to the company’s thoughts about the advisory firm’s conclusions within the advisor’s reports. The SEC’s proposed changes are subject to a 60-day comment period. To view the proposed amendments and submit comments, go directly to the SEC website, below.

https://www.sec.gov/rules/proposed.shtml

Liberated Syndication Announces Settlement Agreement with Camac Partners

InvestorCom client Camac Partners achieves settlement with Liberated Syndication. This settlement includes, installing updates to the board, a strategic review committee and annual meeting dates.

ACCESSWIRE October 4, 2019

Eric Shahinian, Brad Tirpak, and an Independent Director to Join Board;

Camac Withdraws Special Meeting Request and Dismisses Nevada Litigation

PITTSBURGH, PA / ACCESSWIRE / October 4, 2019 / Liberated Syndication (LSYN) (“Libsyn” or the “Company”), a recognized leader in podcast hosting, distribution and monetization, today announced it has reached a settlement agreement with Camac Fund, LP, and its affiliates Camac Partners, LLC, Camac Capital, LLC, and Eric Shahinian, (collectively, “Camac”) which own approximately 6.7% of outstanding shares of Libsyn’s common stock. The agreement includes: the addition of new directors to Libsyn’s Board of Directors, including Eric Shahinian and Brad Tirpak (a managing director at Palm Active Partners), and at least one new independent director; Camac withdrawing its special meeting request; and Camac dismissing its pending litigation in Nevada.

“We are pleased to have reached a resolution that we believe is in the best interests of all Lisbyn shareholders,” said Chris Spencer, Liberated Syndication CEO. “We look forward to adding new directors to our Board and believe the new independent voices will complement those of our existing directors. Libsyn is performing well, as evidenced by the strong third quarter podcasting subscription growth announced this week, and we believe the Company is well positioned to continue executing on our strategy and enhancing shareholder value.”

“We are pleased to reach this agreement with Libsyn that brings fresh perspectives to its Board and positions the Company for future value creation,” said Mr. Shahinian, founder and managing member of Camac. “Libsyn is a wonderful business, and we believe this agreement will drive enhanced value for all shareholders, employees and customers.”

The agreement provides for, among other things, the following: Board Updates: Mr. Shahinian and Mr. Tirpak have been appointed to the Board. Mr. Shahinian will chair the Compensation Committee and Strategic Review Committee and Mr. Tirpak will join the Audit Committee. Libsyn will work to identify new independent director candidates for approval by Camac, with the intention that one new independent director will promptly join the Board and its Compensation Committee in place of an existing director. Further, Libsyn’s director slate for the 2020 annual meeting will include at least one additional new independent director in lieu of an existing independent director.

Strategic Review: Libsyn will form a Strategic Review Committee aimed at developing value-enhancing actions for all stakeholders.

Annual Meeting Dates: Libsyn will hold its next annual meeting no later than September 15, 2020. The Company will hold its 2021 annual meeting no later than September 15, 2021.

Voting and Standstill Agreements: Libsyn’s directors and management team will vote their respective shares in favor of the Company’s director nominees at the 2020 Annual Meeting. Camac will also vote its shares in favor of the Company’s director nominees at the 2020 Annual Meeting, unless the Board does not nominate Mr. Shahinian and Mr. Tirpak at the 2020 Annual Meeting. Camac has agreed to a customary standstill until September 1, 2020.

Fees: Libsyn will reimburse Camac for up to $600,000 in out of pocket expenses.

Equity Grants: Libsyn will immediately cancel an aggregate of 300,000 shares from the equity grants on April 13, 2017 associated with the Nasdaq uplisting. The shares will be equally split between Mr. Spencer and John Busshaus, the Company’s former Chief Financial Officer.

Loeb & Loeb LLP and Sherman & Howard LLP are serving as legal advisors to the Company and MacKenzie Partners, Inc. is serving as proxy advisor. Wilson Sonsini Goodrich & Rosati, Professional Corporation and Ballard Spahr LLP are serving as legal advisors to Camac and InvestorCom, LLC is serving as proxy advisor.

About Eric Shahinian

Eric Shahinian, age 31, is the managing member of Camac Partners LLC, which he founded in 2011. Prior to founding Camac, he was an analyst at Kingstown Capital Management L.P., an investment firm, from 2009 to 2011. Mr. Shahinian was a director of Khan Resources, Inc. from 2015 to 2017, during which time the company reached a settlement with the government of Mongolia in regards to an arbitration award entered in the company’s favor and paid out a large return of capital. Mr. Shahinian has a B.S. from Babson College.

About Bradley Tirpak

Bradley M. Tirpak, age 49, is a managing director at Palm Active Partners LLC. From 2009 to 2016, Mr. Tirpak was founder and Chief Executive Officer of Locke Partners and managed various investment partnerships that focused on engaging public companies to improve corporate governance and improve stockholder returns. Earlier in his career, he worked for Credit Suisse First Boston, Caxton Associates, Sigma Capital Management and Chilton Investment Company. Mr. Tirpak is the Chairman of the Board of Full House Resorts, Inc., a casino developer and operator, and has been a director since December 2014. He previously held director positions at Flowgroup, Birner Dental Management Services, Inc., Applied Minerals, Inc. and USA Technologies, Inc. Mr. Tirpak is a trustee of the HALO Trust USA, the world’s largest humanitarian mine clearance organization which clears the debris of war in over 20 countries. Mr. Tirpak received a B.S. from Tufts University and an M.B.A from Georgetown University.

About Liberated Syndication

Liberated Syndication (“Libsyn”) is the world’s leading podcast hosting network and has been providing publishers with distribution and monetization services since 2004. In 2018 Libsyn delivered over 5.1 billion downloads. Libsyn hosts over 5.6 million media files for more than 67,000 podcasts, including typically around 35% of the top 200 podcasts in Apple Podcasts. Podcast producers choose Libsyn to measure their audience via IAB V2 certified stats, deliver popular audio and video episodes, distribute their content through smartphone Apps (iOS and Android), and monetize via premium subscription services and advertising. We are a Pittsburgh based company with a world class team. Visit us on the web at https://www.libsyn.com.

Pair Networks, founded in 1996, is one of the oldest and most experienced Internet hosting company providing a full range of fast, powerful and reliable Web hosting services. Pair offers a suite of Internet services from shared hosting to virtual private servers to customized solutions with world-class 24×7 on-site customer support. Based in Pittsburgh, Pair serves businesses, bloggers, artists, musicians, educational institutions and non-profit organizations around the world. Visit us on the web at www.pair.com.

Legal Notice

“Forward-looking Statements” as defined in the Private Securities litigation Reform Act of 1995 may be included in this press release. These statements relate to future events or our future financial performance. These statements are only predictions and may differ materially from actual future results or events. Except as required by law, we disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments or otherwise. There are important risk factors that could cause actual results to differ from those contained in forward-looking statements, including, but not limited to, those described from time to time in our filings with the Securities and Exchange Commission.

Contacts:

Investors

Art Batson Arthur Douglas & Associates, Inc. (407) 478-1120

Bob Marese

MacKenzie Partners, Inc. (800) 322-2885

Media

Paul Caminiti / Nicholas Leasure / Jacqueline Zuhse Reevemark (212) 433-4600

SOURCE: Liberated Syndication, Inc.

 

View source version on accesswire.com: https://www.accesswire.com/562040/Liberated-Syndication-Announces-Settlement-Agreement-with-Camac-Partners

Tix Corporation Announces New Board of Directors

InvestorCom client, HSB Capital Partners, L.P., gains board representation at Tix Corporation.

GlobeNewswire• October 7, 2019

STUDIO CITY, CA, Oct. 07, 2019 (GLOBE NEWSWIRE) — Tix Corporation (the “Company”) (TIXC) today announced that it reached an agreement with HSB Capital Partners, L.P. and Haren Bhakta, stockholders of the Company (together, “HSB”), resolving certain disputes regarding the election of directors at the 2019 annual meeting of stockholders of the Company. Pursuant to the agreement, four incumbent directors of the Company who were re-elected at the 2019 annual meeting of stockholders of the Company, Andrew Pells, Steven Zelinger, Aaron Bregman and Mesfin Eyob, will resign and be replaced by three HSB designees. Namely, Haren Bhakta, Michael Fisk and Jeremy Weiner, who together with the remaining incumbent directors re-elected at the meeting, Mitch Francis, Norman Feirstein, Jordan Fiksenbaum and David Saxe, will comprise the Company’s Board of Directors (the “Board”).

Also, pursuant to the terms of the agreement, the Company’s bylaws were amended as described below, Norman Feirstein was appointed as the Chairman of the Board, the Company agreed to include Haren Bhakta, Michael Fisk and Jeremy Weiner as nominees for election to the Board on the slate of nominees in the Company’s proxy statement and on its proxy card relating to the 2020 annual meeting of the stockholders of the Company. The Company and HSB have also agreed to mutual releases of claims. The agreement further provides that: (i) HSB is subject to certain standstill restrictions until the day that is thirty (30) calendar days prior to the first day of the notice period specified in the advance notice provision for director nominations set forth in the Company’s bylaws, applicable to the 2021 annual meeting of the stockholders of the Company (the “Standstill Period”); (ii) during the Standstill Period, HSB must vote or consent in favor of each of the directors nominated by the Board and recommended by the Board in the election of directors and against any stockholder proposal to remove any such members of the Board; and (iii) that up to a two percent (2%) increase in the beneficial ownership of the outstanding Common Stock by the HSB Group is exempted under the Amended and Restated Rights Agreement, between the Company and Computershare Trust Company, N.A., dated as of January 2, 2014, amended on August 25, 2017. “We are pleased that this matter has been resolved and look forward to working productively with the new members of our Board of Directors,” stated Norman Feirstein, Chairman of the Board. Mr. Feirstein added, “We believe the agreed upon resolution is in the best interest of the Company and our stockholders.” Mitch Francis, the Company’s Chief Executive Officer, commented, “We now look forward to resuming our focus on the business of the Company and devoting our full attention to the implementation of our strategic plan and delivering value to stockholders.” Haren Bhakta, Managing Partner of HSB Capital Partners, L.P., commented, “We are pleased to have reached an amicable resolution with the Company and with the appointment of three of our highly-qualified designees to the Board of Directors.” Mr. Bhakta added, “Michael Fisk, Jeremy Weiner and I are committed to working diligently with the management team and our fellow members of the Board of Directors towards our shared goal of maximizing value for all stockholders.”

Amendment to Bylaws

On October 4, 2019, the Board approved an amendment to the Company’s bylaws to: (i) provide as a qualification for service as a director of the Company, a natural person shall, subject to certain exceptions, purchase, of record or beneficially, at least 25,000 shares of our common stock, either at the time such person is first elected or appointed to the Board, or within one year of such election or appointment, and for each subsequent year each non-management director is re-elected to the Board, such director must acquire, within twelve months thereof, an additional 25,000 shares of Common Stock, until such director acquires 100,000 shares of our common stock; (ii) fix the number of directors which shall constitute the whole Board at seven (7); (iii) provide that any director may call a meeting of the Board and propose agenda items therefor; (iv) provide that the Chairman of the Board must be a non-management director elected by a majority of the whole Board; and (v) provide that until the conclusion of the Standstill Period, the Company’s bylaws and the resolutions adopted by the Board on October 4, 2019 may not be amended by the Board without the affirmative vote of at least 66% of the whole Board. The foregoing description of the amendments to our bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to our bylaws, a copy of which is available at www.tixcorp.com.

About Tix Corporation

Tix Corporation (TIXC) provides discount ticketing services. It currently operates nine discount ticket stores in Las Vegas under its Tix4Tonight marquee and its online ticket sales site, www.tix4tonight.com, which offers up to a 50 percent discount for shows, concerts, attractions, and tours, as well as discount dining and shopping offers.

About HSB Capital Partners, L.P. HSB Capital Partners, L.P. is a value-focused investment fund with an investment objective to outperform the S&P 500 index by a wide margin over the long term. HSB Capital Partners, L.P. is headquartered in Santa Ana, California.

Safe Harbor Statement

Except for the historical information contained herein, certain matters discussed in this press release are forward-looking statements which involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements about our future revenues and financial position. These forward-looking statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are discussed in the Company’s filings with the OTC Markets. The Company assumes no obligation to update these forward-looking statements. A copy of the Company’s reports for the twelve months ended December 31, 2018 can be found on the Company website at www.tixcorp.com or at www.otcmarkets.com.

To read the release in its original format- Tix Corporation, Yahoo Finance

Contact:

Steve Handy Chief Financial Officer Tix Corporation 818-761-1002

John Grau

President, InvestorCom jgrau@investor-com.com 203-972-9300 ex. 110  

OWENS REALTY MORTGAGE SHAREHOLDERS APPOINT HOVDE CAPITAL ADVISORS’ NOMINEE AND HOVDE GROUP CEO STEVEN HOVDE TO THE BOARD OF DIRECTORS

Shareholders agreed that change was needed in the boardroom of ORM and provided their overwhelming support.

MADISON, Wis., July 26, 2018 — Hovde Capital Advisors is pleased to announce that Steven D. Hovde was elected by shareholders to the board of directors of Owens Realty Mortgage, Inc. (NYSEAM: ORM) at the annual meeting of shareholders held on Monday, July 16, 2018 and reconvened to Thursday, July 19, 2018. Mr. Hovde is Chairman and CEO of Hovde Group, an investment banking firm headquartered in Chicago, Illinois. Mr. Hovde is also Chairman of Hovde Properties, and Director of Republic Bank of Chicago and Coastal Community Bank of Seattle. In addition, Mr. Hovde serves as Trustee to several charitable foundations.

With the support for Mr. Hovde by leading independent proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis, shareholders overwhelmingly believed that change was needed in ORM’s boardroom. Mr. Hovde looks forward to promoting the agenda which the Shareholder Group had outlined in its proxy solicitation: renegotiating the external manager contract with OFG, overseeing a formal review of existing loans and lending policies and instituting a capital allocation plan that is beneficial to all shareholders.

“I am honored shareholders have provided their support in our pursuit to fix ORM,” said Mr. Hovde. “I look forward to working with the board to further our goal of creating, enhancing, and protecting shareholder value. I would like to thank ORM shareholders for their support.”

This announcement was made by Hovde Capital Advisors, LLC on behalf of the Shareholder Group.

Investor Contact

Ian Joyce, Hovde Capital Advisors, (202) 822-8117, ijoyce@hovdecapital.com

John Grau, InvestorCom, (203) 972-9300 ext. 11, jgrau@investor-com.com

Hovde Capital Advisors LLC (“Hovde Capital Advisors LLC”), Hovde Capital Ltd. (“Hovde Capital Ltd.”), Financial Institutions Partners III LP (“FIP III LP”), Opal Advisors LLC (“Opal Advisors LLC”), Opal Capital Partners LP (“Opal Capital Partners LP”), Steven D. Hovde, James P. Hua, and Eric D. Hovde (collectively, the “Participants”) have filed a definitive proxy statement and an accompanying GOLD proxy card with the SEC to be used to solicit proxies for the election of its slate of highly-qualified director nominees at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”) of the Company. Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the 2018 Annual Meeting when they become available because they contain important information, including additional information relating to the Participants. These materials and other materials filed by the Shareholder Group in connection with the solicitation of proxies will be available at no charge at the SEC’s website at www.sec.gov.

Owens Realty Mortgage, Inc. Announces Repurchase and Settlement Agreement with Freestone Capital Management

WALNUT CREEK, Calif.Jan. 3, 2018 /PRNewswire/ — Owens Realty Mortgage, Inc. (NYSE American: ORM) (the “Company”) today announced that it has entered into an agreement with Freestone Capital Management, LLC and certain of its affiliates (collectively, “Freestone”) to repurchase the 810,937 shares of the Company’s common stock beneficially owned by Freestone.  The Company agreed to repurchase the shares for $19.25 per share in a private, accretive transaction representing more than a 10% discount to the $22.12 per share GAAP book value of the Company’s common stock as of September 30, 2017.

The aggregate purchase price was $15,610,537.25, approximately $4.1 million of which was paid with the remaining balance of the Company’s $10 million stock repurchase plan previously announced on June 13, 2017. As a result of the shares already repurchased in the open market and the repurchase from Freestone, the Company’s repurchase plan, which had been set to expire on January 15, 2018, has been terminated.

Bryan H. Draper, President and Chief Executive Officer of Owens Realty Mortgage, said, “We are pleased to have reached this agreement, which will allow us to continue to prudently execute the business strategy of liquidating our real estate assets and investing the proceeds into commercial real estate loans in order to maximize value for our stockholders.”

The repurchase represents a reduction of approximately 8 percent of the 10,041,938 shares outstanding on November 3, 2017, as reported in the Company’s most recently filed Form 10-Q.  As of December 29, 2017, the Company has repurchased approximately $31.5 million of its stock, not including commissions and fees, representing approximately 1,961,000 shares or 17.5 percent of the shares outstanding on May 20, 2013, at an average price of $16.06 per share.

As previously disclosed, the Board’s Compensation Committee continues to analyze and evaluate a range of strategic options related to its external management structure, including amending the existing management agreement or internalizing the management function. While this review continues, the Company has negotiated a reduction of its management fee, effective as of July 2017.

PremierCounsel LLP and Vinson & Elkins L.L.P. are representing Owens Realty Mortgage, Inc.

About Owens Realty Mortgage, Inc.

Owens Realty Mortgage, Inc., a Maryland corporation, is a specialty finance mortgage company organized to qualify as a real estate investment trust (“REIT”) that focuses on the origination, investment, and management of commercial real estate mortgage loans. We provide customized, short-term acquisition and transition capital to small balance and middle-market investors that require speed and flexibility. Our primary objective is to provide investors with attractive current income and long-term shareholder value. Owens Realty Mortgage, Inc., is headquartered in Walnut Creek, California, and is externally managed and advised by Owens Financial Group, Inc.

Additional information can be found on the Company’s website at www.owensmortgage.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.  Forward-looking statements about Owens Realty Mortgage Inc.’s plans, strategies, and prospects are based on current information, estimates, and projections; they are subject to risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ from expectations, estimates and projections and, consequently, readers should not rely on these forward-looking statements as predictions of future events.  Words such as “expect,” “target,” “assume,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.

Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.  Additional information concerning these and other risk factors is contained in the Company’s most recent filings with the Securities and Exchange Commission.  All subsequent written and oral forward-looking statements concerning the Company or matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

SOURCE Owens Realty Mortgage, Inc.

Hudson Global Announces Plan for Strategic Divestitures; Will Focus on Global RPO Business

NEW YORK, Dec. 17, 2017 (GLOBE NEWSWIRE) — Hudson Global, Inc. (HSON) (“Hudson”), a leading global talent solutions company, today announced it has entered into definitive purchase agreements to sell its recruitment and talent management operations in Europe and Asia Pacific to strategic buyers in three transactions. Hudson intends to focus on its growing, global recruitment process outsourcing (“RPO”) business going forward. Under the terms of the agreements, Hudson will receive estimated proceeds of $41.2 million in cash, subject to adjustment.

Summary of Transactions

  • Sale of Hudson`s recruitment and talent management operations in Benelux to Value Plus NV, in a management buyout led by Ivan De Witte, chief executive officer, Hudson Benelux, for $24.7 million in estimated net proceeds, subject to customary transaction adjustments.
  • Sale of Hudson`s recruitment and talent management operations in the rest of Europe to Morgan Philips Group SA (“Morgan Philips”), for $10.5 million in estimated net proceeds, subject to customary working capital and transaction adjustments.
  • Sale of Hudson`s recruitment and talent management operations in Asia Pacific to Apache Group Holdings Pty Limited (“Apache Group”), in a management buyout led by Mark Steyn, chief executive officer, Hudson Asia Pacific, for $6.0 million in estimated net proceeds, subject to customary transaction adjustments. The buyer will assume the company`s short-term debt in Asia Pacific, which was $6.3 million as of September 30, 2017.

“We are excited to focus on the RPO business going forward and pleased to have reached these agreements for the sale of our recruitment and talent management businesses,” said Stephen Nolan, chief executive officer at Hudson. “This decision is a result of a lengthy and thorough review of our strategic alternatives and our desire to focus on the growing RPO business. We believe these transactions are in the best interest of all stakeholders and believe these transactions will allow each of our business lines to thrive with more resources, investment and dedicated management than in our existing structure. I believe our teams will continue to have success under the leadership of Ivan De Witte in Belgium, Morgan Philips in Europe and Mark Steyn in Asia Pacific.”

A Strategic Focus on RPO

  • We are excited to operate as an RPO-focused company and look forward to continuing to deliver outstanding service to our clients around the globe through our regional RPO operations in the Americas, Asia Pacific and EMEA
  • Hudson believes it has a strong value proposition in RPO and has a deep history in this business going back over 18 years as one of the first RPO providers in the industry
  • Hudson RPO delivers high-level, professional solutions around the globe
  • RPO is a dynamic business with strong growth history and growth prospects globally
  • RPO is less capital intensive than recruitment, requiring less real estate and lighter back-office support
  • RPO has longer-term contracts and is less cyclical than recruitment
  • As of September 30, 2017, Hudson RPO delivered $58.0 million in revenue and $41.6 million in gross margin in the last twelve months
  • Proceeds from the transactions will be used for investment in the RPO business, reduction in support staff costs, other general corporate purposes and continuing the existing share repurchase program

Approvals

The transactions are expected to close in the first half of 2018, subject to the approval of the majority of the outstanding shares of Hudson and satisfaction of customary closing conditions. Hudson plans to file a proxy statement with the Securities and Exchange Commission seeking shareholder approval for the sale of substantially all of its assets as a result of the proposed sales. The Board of Directors of Hudson has unanimously approved the definitive agreements for the proposed sales and will recommend the approval of sales of substantially all of Hudson`s assets to Hudson`s shareholders. None of these transactions are contingent on any other transaction in order to close.

Transitional Services Agreement

Until the close of the sale, all of Hudson`s operations, including RPO, recruitment and talent management, will continue to operate as they do today. Once the sale process is completed, a transitional services agreement will allow each division to work together to continue delivering services to clients throughout 2018, to avoid any service disruptions.

Net Operating Losses and Stockholder Rights Agreement

Hudson had net NOLs for U.S. Federal tax purposes of approximately $326.3 million as of December 31, 2016. In order to protect the value of the NOLs, the company has a rights agreement in place that limits beneficial ownership of Hudson common stock to 4.99%. In addition, stockholders who already own more than 4.99% of Hudson common stock may not acquire additional shares without board approval.

Advisor

Foley & Lardner LLP is serving as legal counsel to Hudson.

About Hudson

Hudson is a global talent solutions company with expertise in leadership and specialized recruitment, recruitment process outsourcing, talent management and contracting solutions. We help our clients and candidates succeed by leveraging our expertise, deep industry and market knowledge, and proprietary assessment tools and techniques. Operating around the globe through relationships with millions of specialized professionals, we bring an unparalleled ability to match talent with opportunities by assessing, recruiting, developing and engaging the best and brightest people for our clients. We combine broad geographic presence, world-class talent solutions and a tailored, consultative approach to help businesses and professionals achieve higher performance and outstanding results.

About Value Plus NV

Value Plus NV is a newly formed company led by current Hudson Belgium CEO Ivan De Witte and an MBO team from the Hudson Belgium management group. The business is a market leader in Belgium, providing innovative talent solutions to clients. The business is led by an experienced team of tenured industry professionals and was founded by expert entrepreneur and pioneer in talent management Ivan De Witte in 1982. Hudson Belgium has a team of 250 people, including consultants, researchers, R&D and support staff.

Edgewater Technology and Ancora Advisors Announce Results of Consent Solicitation

Wakefield, MA and Cleveland, OH – February 23, 2017 – Edgewater Technology, Inc. (“Edgewater” or the “Company”) (NASDAQ: EDGW) and Ancora Advisors, LLC (together with its affiliates, “Ancora”), a 9.2% stockholder of Edgewater, announced today that the Company has received consents from the holders of a majority of its common stock in respect of Ancora’s previously announced consent solicitation. The written consent of the Company’s stockholders removes four current members of the Board of Directors of Edgewater, replaces them with Ancora’s director nominees, and makes certain changes to the Company’s governing documents to enable such actions.

Effective as of February 16, 2017, the date on which Ancora presented the Company with the required number of shareholder consents, Ancora nominees Matthew Carpenter, Frederick DiSanto, Jeffrey L. Rutherford, and Kurtis J. Wolf joined Edgewater’s Board of Directors. Current Edgewater Directors Paul E. Flynn, Paul Guzzi, Michael R. Loeb and Wayne Wilson will no longer serve on the Board of Directors, effective as of February 16, 2017. Current Edgewater Directors Stephen R. Bova, Nancy L. Leaming, Shirley Singleton and Timothy Whelan will remain on the Board.

“We appreciate the feedback we have received from Edgewater stockholders and welcome our new directors to the Board,” commented Shirley Singleton, Edgewater’s chairman, president and CEO. “We look forward to working collaboratively to drive shareholder value and we will immediately begin to work on a smooth transition and onboarding of our new directors.”

“We are very pleased with the results of the consent solicitation and are eager to work together with the rest of Edgewater’s Board in unlocking underlying value.” commented Fred DiSanto, chairman and CEO of Ancora.  “The Board recognizes the significant contributions made by the Company’s employees, its most valuable asset, and looks forward to working with them to grow the Company’s business.”

About Edgewater

Edgewater helps business leaders drive transformational change through its unique selection of business and technology services and specialized product-based solutions. Classic consulting disciplines (such as business advisory, process improvement, organizational change management, M&A due diligence, and domain expertise) are blended with technical services (such as digital transformation, technical roadmaps, data and analytics services, custom development, and system integration) to help organizations get the most out of their existing IT assets while creating new digital business models.Delivering both on premise and in the cloud, Edgewater partners with Oracle and Microsoft to offer Business Analytics, BI, ERP, and CRM solutions. Edgewater Ranzal, an Oracle Platinum Consulting Partner, provides Business Analytics solutions leveraging Oracle EPM, BI, and Big Data technologies. As an award-winning Microsoft partner, Edgewater Fullscope delivers Dynamics AX ERP, Business Intelligence, and CRM solutions, with a specialty in manufacturing.

About Ancora

Ancora Advisors, LLC, is a registered investment adviser with the Securities and Exchange Commission of the United States. Ancora offers comprehensive investment solutions for institutions and individuals in the areas of fixed income, equities, global asset allocation, alternative investments and retirement plans. A more detailed description of the company, its management and practices are contained in its “Firm Brochure” (Form ADV, Part 2A). A copy of this form may be received by contacting the company at: 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 44124, Phone: 216-825-4000, or by visiting the website, www.ancora.net/adv.

Forward Looking Statements

This document contains statements that may constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, growth, performance, tax consequences or achievements to be materially different from any future results, levels of activity, growth, performance, tax consequences or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those listed below. The forward-looking statements included in this document are related to future events or the Company’s strategies or future financial performance, future revenue and growth, customer spending outlook, general economic trends, IT service demand, future revenue and revenue mix, utilization, new service offerings, significant customers, competitive and strategic initiatives, growth plans, potential stock repurchases, future results, tax consequences and liquidity needs. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “believe,” “anticipate,” “anticipated,” “expectation,” “continued,” “future,” “forward,” “potential,” “estimate,” “estimated,” “forecast,” “project,” “encourage,” “opportunity,” “goal,” “objective,” “could,” “expect,” “expected,” “intend,” “plan,” “planned,” “will,” “predict,” or the negative of such terms or comparable terminology. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on the Company’s current plans or assessments which are believed to be reasonable as of the date of this document. Factors that may cause actual results, goals, targets or objectives to differ materially from those contemplated, projected, forecasted, estimated, anticipated, planned or budgeted in such forward-looking statements include, among others, the following possibilities:

  1. failure to obtain new customers or retain significant existing customers;
  2. the loss of one or more key executives and/or employees;
  3. changes in industry trends, such as a decline in the demand for Enterprise Resource Planning and Enterprise Performance Management solutions, custom development and system integration services and/or declines in industry-wide information technology spending, whether on a temporary or permanent basis and/or delays by customers in initiating new projects or existing project milestones;
  4. inability to execute upon growth objectives, including new services and growth in entities acquired by our Company;
  5. adverse developments and volatility involving geopolitical or technology market conditions;
  6. unanticipated events or the occurrence of fluctuations or variability in the matters identified under “Critical Accounting Policies” in our 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2016;
  7. delays in, or the failure of, our sales pipeline being converted to billable work and recorded as revenue;
  8. termination by customers of their contracts with us or inability or unwillingness of customers to pay for our services, which may impact our accounting assumptions;
  9. inability to recruit and retain professionals with the high level of information technology skills and experience needed to provide our services;
  10. failure to expand outsourcing services to generate additional revenue;
  11. any changes in ownership of the Company or otherwise that would result in a limitation of the net operating loss carry forward under applicable tax laws;
  12. the possibility that activist shareholders may wage proxy or consent contests or gain representation on or control of our Board of Directors, causing uncertainty about the direction of our business;
  13. the failure of the marketplace to embrace advisory and product-based consulting services;
  14. difficulties and costs associated with transitioning to the cloud;
  15. the inability to achieve the expected synergies from our 2015 acquisitions; and/or
  16. changes in the Company’s utilization levels.
In evaluating these statements, you should specifically consider various factors described above as well as the risks outlined under “Part I – Item IA. Risk Factors” in our 2015 Annual Report. These factors may cause the Company’s actual results to differ materially from those contemplated, projected, anticipated, planned or budgeted in any such forward-looking statements. Although the Company believes that the expectations in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, growth, earnings per share or achievements. However, neither the Company nor any other person assumes responsibility for the accuracy and completeness of such statements. Except as otherwise required, the Company undertakes no obligation to update any of the forward-looking statements after the date of this document to conform such statements to actual results.

Contacts

For Edgewater –
Company/Investor Contact:
Timothy R. Oakes
Chief Financial Officer
Phone: (781) 246-3343
E-mail: toakes@edgewater.com

Media Contact:
Sard Verbinnen & Co
Bryan Locke / Debbie Miller
Phone: (312) 895-4700
E-mail: blocke@sardverb.com
E-mail: dmiller@sardverb.com

For Ancora –
Investor Contact:
InvestorCom
John Glenn Grau
Phone: (203) 972-9300 Ext. 11

Ecology and Environment, Inc. Reports Higher Earnings In Third Quarter and First Nine Months of Fiscal Year 2017

LANCASTER, N.Y., June 14, 2017 – Ecology and Environment, Inc., (“E & E” or the “Company”) (NASDAQ: EEI) reported earnings of $0.19 per share for the nine months ended April 29, 2017, an increase of 138% from earnings of $0.08 per share reported for the same period of the prior year. A significantly reduced effective tax rate associated with South American operations and lower operating expenses in the U.S. and South America more than offset reductions in domestic and foreign revenues during the first nine months of fiscal year 2017.

Management has continued to improve efficiency and reduce costs throughout the Company’s domestic and foreign operations. These ongoing initiatives have offset the impact of global economic trends affecting oil, natural gas, and other commodity prices in E & E’s major markets, trends that continue to negatively affect project activity and revenues within the Company’s U.S. and South American operations.

Quarterly earnings improved by 50% to net income of $0.06 per share for the third quarter of fiscal year 2017 from net income of $0.04 per share for the third quarter of the prior year, as lower operating expenses more than offset lower revenues. During the most recent quarter, the Company also recorded a net $0.6 million non-recurring legal and consulting expense associated with a contested election of directors that was settled amicably prior to the Company’s Annual Meeting of Shareholders held in April 2017.

“We are pleased to report meaningfully improved earnings results in the quarter and remain vigilant about expense control and operating efficiency as our markets remain highly competitive,” said newly appointed Chairman Marshall Heinberg. “I am excited to join the Board of this outstanding company and look forward to working with the entire Board and Management to seek avenues of profitable growth in new and existing market segments.”

“Our improved quarterly results reflect ongoing strategic efforts to build a stronger and more efficient company,” said E & E president and CEO Gerard A. Gallagher III. “Our new directors are bringing valuable experience and fresh perspectives to the Board and we look forward to working together to implement E & E’s growth strategy and increase shareholder value.”

About Ecology and Environment, Inc.

E & E is a global network of innovators and problem solvers, dedicated professionals and industry leaders in scientific, engineering, and planning disciplines working collaboratively with clients to develop technically sound, science-based solutions to the leading environmental challenges of our time. The company is listed on the NASDAQ Stock Exchange under the ticker symbol EEI and the information in this release can be found online at www.ene.com.