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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


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.


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.

Freestone Capital Management Comments On Owens Realty Mortgage Annual Meeting Results

  • Highlights That ORM’s Board Nominee, Gary C. Wallace, Received Support of Less Than 50% of Outstanding Shares
  • Questions Why Holders of Approximately 67% Of Outstanding Shares Failed to Support Gary Wallace
  • Freestone Believes that Liquidation of ORM is Best Way to Maximize Value for Stockholders

SEATTLE, June 22, 2017 /PRNewswire/ — Freestone Capital Management, LLC, together with its affiliates (“Freestone”), a long-term stockholder and the largest stockholder of Owens Realty Mortgage, Inc. (“ORM” or the “Company”) (NYSE MKT: ORM) today commented on the results of the Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”), highlighting the fact that holders of only 33% of the Company’s outstanding shares supported the Company’s Board nominee, Gary C. Wallace. Freestone believes that the 67% of stockholders that did not vote for Gary Wallace are registering their displeasure with the continuation of the failed business model that serves to enrich management at the expense of stockholders. Freestone calls on the Board of Directors to abandon that flawed strategy and finally act upon their fiduciary duty to stockholders and liquidate the Company to maximize value for stockholders.

Gary Furukawa, Senior Partner of Freestone, stated, “We are not surprised at the underwhelming lack of stockholder support for Gary Wallace, with holders of approximately 18% of outstanding shares withholding their votes for his election, and holders of approximately 50% of outstanding shares choosing to not participate at the Annual Meeting, we believe out of disappointment with management and its continued failures. Freestone believes the Company’s flawed business model combined with continued excessive fees paid to management contributed to stockholders failing to support Mr. Wallace. We believe the Company’s last minute announcement of a stock buyback and an increase in the dividend are too-little too-late. In Freestone’s opinion, the best way to maximize value for all stockholders is to liquidate the Company so that long term suffering stockholders can finally realize the full value of their investment.”

Mr. Furukawa continued, “Freestone has been a long-term stockholder and one of the Company’s largest stockholders for 4 years, with significantly greater share ownership than management. Freestone is committed to maximizing value for all stockholders, and will continue to work for the benefit of all stockholders. We encourage stockholders who share our concerns to contact us.”

About Freestone Capital Management, LLC

Freestone Capital Management, LLC is a $3.7 billion wealth advisor to select high net worth families and institutions with offices in Seattle, Oregon and California.

Investor Contact

Gary I. Furukawa,
(805) 845-8440

This news release is a re-post from PR Newswire.

SITO Mobile Announces Changes to Board and Management Team

Shareholders Resoundingly Support the Proposals Made in the Consent Solicitation Statement
Brent Rosenthal Remains on Board and will be joined by Five New Independent Directors
Thomas J. Pallack Appointed as Interim Chief Executive Officer

JERSEY CITY, N.J., June 05, 2017 (GLOBE NEWSWIRE) — SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”), today announced that the independent inspector of elections, which was appointed by the Company in connection with the previously-announced consent solicitation by Stephen D. Baksa, Thomas M. Candelaria and other participants, has certified written consents representing more than 57% of the Company’s outstanding shares to remove five of the six members of the Company’s Board of Directors, elect five new directors to the Company’s Board of Directors and amend and restate the Company’s Bylaws. Accordingly, effective immediately, Betsy Bernard, Richard O’Connell, Jonathan E. Sandelman, Lowell W. Robinson and Joseph Beatty have been removed from the Company’s Board. Brent Rosenthal, who will remain on the Board, will be joined on the Board by new directors Michael Durden, Itzhak Fisher, Thomas J. Pallack, Matthew Stecker and Thomas Thekkethala. The new directors will serve on the Board until the next annual meeting of shareholders, which, given their recent appointment, has been postponed until 2018.

In addition, Mr. Richard O’Connell and Mr. Lawrence Firestone, the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer, respectively, will no longer serve as officers of the Company. They will be replaced immediately by Thomas J. Pallack, who will serve as Interim Chief Executive Officer, and Mark Del Priore, who will serve as Interim Chief Financial Officer. Mr. Pallack is the Co-Founder, Chief Executive Officer and Head of Sales of SBV Solutions –Strategic Business Velocity, a software sales company. He brings to our Company more than 30 years of sales, operational, financial and business development experience with global technology software companies such as Oracle, Ariba, Consilium and NCA. The Board intends to evaluate candidates, including the interim executives, to fill the Chief Executive Officer and Chief Financial Officer roles on a permanent basis.

Speaking on behalf of SITO’s newly elected Board, Brent Rosenthal added, “I am looking forward to working with SITO’s new Board members. My fellow Board members and I share a common goal for SITO Mobile – to enhance value for all of the Company’s stakeholders, including its shareholders, employees and customers, by focusing on excellence throughout the organization. We also welcome Messrs. Pallack and Del Priore to SITO Mobile. We anticipate that their extensive experience in the mobile and marketing industries and deep connections to the industry will result in substantial revenue growth, improved product offerings and increased shareholder value. The new Board is prepared and excited to immediately begin working alongside SITO’s management team to put the Company on track for long-term value creation for all shareholders. The new Board wishes the departing directors and Messrs. O’Connell and Firestone well, and we thank them and their advisors for ensuring a smooth and seamless transition process that will allow us to immediately focus on the priorities at hand.”

Speaking on the Company’s potential, Thomas J. Pallack, the interim Chief Executive Officer said, “I am excited by the technology platform that SITO has developed. By focusing on larger customers and developing our data product offerings, I believe there is an opportunity to quickly grow SITO Mobile to be one of the premier companies in the Mobile Marketing space. We will be announcing several additions to the team in the coming weeks. Together, we plan to substantially grow shareholder value and realize this Company’s full potential.”

“I look forward to working with Tom and the board to improve SITO’s shareholder relations after this contentious period,” said SITO’s Interim Chief Financial Officer, Mark Del Priore. “I intend to establish the controls and financial rigor needed throughout the organization to protect shareholder interests and increase the value of their investment in our Company.”

Biographical information for the new members of the Company’s Board of Directors will be provided in a Current Report on Form 8-K, to be filed by the Company with the Securities and Exchange Commission.

About SITO Mobile Ltd.

SITO Mobile provides a mobile engagement platform that enables brands to increase awareness, loyalty, and ultimately sales. For more information, visit www.sitomobile.com.

Cautionary Statement Regarding Certain Forward-Looking Information 
This press release contains forward-looking statements. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include statements concerning the following: SITO’s plans and initiatives, campaign volume and average campaign dollars, our guidance and/or expectations for future quarters, our possible or assumed future results of operations; our business strategies; our ability to attract and retain customers; our ability to sell additional products and services to customers; our competitive position; our industry environment; our potential growth opportunities; and risks, disruption, costs and uncertainty caused by or related to the actions of activist shareholders, including that if individuals are elected to our Board with a specific agenda or if control of our Board was to abruptly change, it may adversely affect our ability to effectively implement our business strategy and create value for our shareholders and perceived uncertainties as to our future direction as a result of potential changes to the composition of our Board may lead to the perception of a change in the direction of our business, instability or a lack of continuity which may be exploited by our competitors, cause concern to our current or potential customers, and may result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Annual Report on Form 10-K and the reports we file with the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read our Annual Report on Form 10-K and the documents that we reference in our Annual Report on Form 10-K and have filed as exhibits thereto with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.


Investor Relations
Joseph Wilkinson
SVP Investor Relations

Media Relations
Alexandra Levy
Silicon Alley Media

This news release is a re-post as it appears on NASDAQ.com.

Surge Components Reaches Agreement with Investors Bradley Rexroad and Michael Tofias

Announces Tender Offer to Repurchase at Least Five Million Shares at $1.43 per Share
Will Appoint New Independent Director

December 22, 2016 09:00 AM Eastern Standard Time

DEER PARK, N.Y.–(BUSINESS WIRE)–Surge Components, Inc. (“Surge” or the “Company”) (OTC Pink: SPRS), a leading supplier of capacitors, discrete semi-conductors and audible and sounding devices, today announced it has reached an agreement with investors Bradley Rexroad and Michael Tofias, who together own approximately 22% of Surge’s outstanding shares.

Pursuant to the agreement, Surge announced today that it will commence an issuer tender offer (the “Tender Offer”) to repurchase at least 5.0 million shares at a price of $1.43 per share. Rexroad and Tofias will participate in the Tender Offer and will tender all of the shares that they hold beneficially or of record in the Tender Offer. The Tender Offer must be completed no later than March 15, 2017, subject to the satisfaction of certain customary conditions. Surge’s officers and directors have agreed not to participate in the Tender Offer and not to transfer or sell any of their shares from the date of the agreement until six months after the Tender Offer is completed.

Also pursuant to the agreement, Surge will work with Rexroad and Tofias to mutually agree on a new independent director, who will be added to the Company’s Board of Directors by March 15, 2017. Rexroad and Tofias have also withdrawn their nomination of director nominees and proposals for the 2016 Annual Meeting and have agreed to vote their shares in support of Surge’s director nominees. With the addition of the new director, the Surge Board of Directors will be comprised of seven directors. Surge will hold its 2016 Annual Meeting on January 5, 2017. Surge has also agreed to reincorporate the Company from Nevada to Delaware, and in connection with the reincorporation Surge will declassify its Board of Directors on a rolling basis.

“We are pleased that our ongoing dialogue with Bradley Rexroad and Michael Tofias has led to a constructive agreement that we are confident benefits all Surge stockholders, while furthering Surge’s commitment to enhancing corporate governance,” stated Ira Levy, Surge CEO and President. “We can now turn our full attention and resources to continuing to grow the business and maximizing its value for the benefit of all of our shareholders. We look forward to adding a qualified independent director to our Board of Directors to help us achieve our business goals.”

Rexroad and Tofias have also agreed to certain customary standstill provisions. In addition, Rexroad and Tofias will withdraw all litigation against Surge and its directors pending in Nevada.

The description of the agreement contained herein is only a summary and is qualified by the full text of the agreement, which will be filed by the Company on a Current Report on Form 8-K with the Securities and Exchange Commission.

About Surge Components, Inc.

Founded in November 1981, Surge is a supplier of capacitors, discrete semi-conductors and audible/sounding devices. Surge’s capacitor product portfolio includes aluminum electrolytic capacitors, film capacitors, and ceramic capacitors. In the discrete semiconductor portfolio, Surge’s strengths include general purpose, recovery, schottky, polymer ESD, and transient voltage suppressors, transistors, diodes, and a full line of bridge rectifiers. With more than 30 years in the industry, Surge helps customers bring their products to market using the highest quality components with the most competitive economics to scale. Surge supplies its top quality products to customers in many market segments, including, but not limited to, power, energy, automotive, computer, telecom and security.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained herein, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions and are based largely on our current expectations and projections about future events and financial trends that may affect our business, financial condition and results of operations. We discuss many of the risks in greater detail under the heading “Risk Factors” in our Annual Report on Form 10-K. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this press release. Except as required by law, we assume no obligation to revise or update any forward-looking statements whether as a result of new information, events or circumstances occurring after the date of this press release or otherwise.


Sloane & Company
Dan Zacchei
Joe Germani

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.


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:
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.

Virtus Total Return Fund Stockholders Approve Bulldog Investors’ Proposal to Liquidate

SADDLE BROOK, N.J. — June 6, 2016 – Bulldog Investors, LLC (“Bulldog”) announced today that, based on preliminary estimates, stockholders of Virtus Total Return Fund (NYSE: DCA) have voted in favor of Bulldog’s proposal to liquidate DCA at its annual meeting held on Thursday, June 2nd.

Phillip Goldstein, a principal of Bulldog, commented: “We are pleased that stockholders, by a significant margin, approved our proposal to liquidate DCA despite management’s opposition. Liquidating DCA will benefit all stockholders because it will eliminate the persistent trading discount of its stock and allow them to realize net asset value. We believe DCA’s Board of Trustees now has a fiduciary duty to abide by the mandate given by stockholders.”

Bulldog Investors has conducted over 40 proxy campaigns to enhance shareholder value since its inception in 1992.

About Bulldog Investors

Bulldog Investors is an SEC-registered investment adviser that manages the Bulldog Investors group of private funds, Special Opportunities Fund, Inc. (NYSE:SPE), a closed-end registered investment company, and the accounts of certain high net worth individuals and institutions. www.BulldogInvestors.com


InvestorCom, Inc.
John Glenn Grau, (203) 972-9300

Gotham Communications, LLC
Bill Douglass, (646) 504-0890

Press Release (PDF)

Lone Star Value Nominates Five Candidates for Election to Board of Dakota Plains

Lone Star Value Management, LLC (together with its affiliates, “Lone Star Value”, “we” or “us”), the largest stockholder of Dakota Plains Holdings, Inc. (“Dakota Plains” or the “Company”) (NYSE MKT: DAKP), with ownership of approximately 11.0% of the Company’s outstanding shares, announced today that it has formally nominated five candidates for election to the Company’s board of directors (the “Board”) at the Company’s upcoming 2016 annual meeting of stockholders (the “2016 Annual Meeting”).

Read the full news story on PR Newswire.

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