Institutional Shareholder Services Joins CAS in Recommending Substantial
Change to Aetrium's Board
NEW YORK, Nov. 20, 2012 (GLOBE NEWSWIRE) -- Jeffrey E. Eberwein, Chairman and
spokesman for Concerned Aetrium Shareholders, applauds ISS, the leading
shareholder proxy advisory firm, for recommending that Aetrium shareholders
vote the GREEN proxy card.
Concerned Aetrium Shareholders ("CAS", "we", or "us") is a group of
shareholders of Aetrium Incorporated ("Aetrium", "ATRM", or the "Company")
(Nasdaq:ATRM) dedicated to enhancing shareholder value at ATRM. CAS owns more
than 17% of ATRM and the Incumbent Aetrium board members (the "Incumbent
Directors") only own 3% of ATRM, despite three board members serving as
officers and/or directors of the Company since 1986 and receiving numerous
stock option grants over the last 26 years.
At the Special Meeting of shareholders to be held on November 26, 2012,
shareholders will be allowed to vote to amend the bylaws, remove the Incumbent
Directors, and elect CAS' six nominees to the ATRM Board.
With regard to the change in ATRM's bylaws, ISS recommends voting FOR this
proposal on the GREEN proxy card and it noted:
"A shareholder's ability to remove directors prior to his or her term
expiration is an important shareholder right, and can be an integral check
against insulation of directors from removal by shareholders even if the
director has been performing poorly, not attending meetings, or not acting
in the best interest of shareholders…in this case there is evidence that the
current governance structure has not allowed shareholders to adequately
express their views and concerns to the board.At the company's annual
meeting in May 2012, which was uncontested, two directors were elected with
only 42% support; 58% of votes cast for each of these directors were
withheld. Despite this low level of shareholder support, the two directors
continue to serve on the board, and management does not seem to have
adequately addressed the shareholder concerns that led to the withhold
votes.Given the evidence of a lack of responsiveness to the shareholder
base by the incumbent board, as well as the dissident's compelling case for
some change at the board level made in Items 2 and 3, therefore, shareholder
support for this proposal is warranted at this time."*
We find it interesting that ATRM's Incumbent Directors issued a press release
using the ISS report because the report was much more indicting than affirming
toward the Incumbent Directors.ISS noted in its report:
"The board has not directly addressed the dissident's critique of the
company's operating performance other than to note that the decline has been
industry wide, due to the semiconductor industry's exposure to the cyclic
industry. Although this cyclicality does appear to be the case, there is
evidence of operational underperformance relative to its industry peers as
well over the last several years…over the last two years ATRM has
substantially underperformed compared to their peers by approximately 30
"The dissidents have made a compelling case that some change is necessary at
the board level.In terms of the incumbent board targets, we recommend that
shareholders vote to remove directors Boehm and Glarner in order to nominate
the two dissident nominees. Each of these two directors has served on the
board for over 22 years, and presided over the significant downturn
experienced over the last five years."
"In terms of other governance concerns, however, the board has shown a lack
of responsiveness to shareholder concerns. At the company's annual meeting
in May 2012, two directors received 58% withheld votes, but were still
elected and remain on the board."
"Though some of the substantial TSR (total shareholder return) and operating
declines over the past several years may be attributable to the industry
downturn, ATRM appears to have underperformed other firms within the
industry, suggesting that further operational or strategic improvement may
be necessary to adapt the company to the changing environment going forward.
When coupled with the board's lack of responsiveness to shareholder
dissatisfaction, the dissident has made a compelling case that some change
at the board level is necessary at this time."
ATRM noted the Glass Lewis report in a prior press release.CAS believes that
ATRM shareholders should know that Glass Lewis historically favors incumbent
management and directors due to their policy of not meeting with shareholder
groups such as CAS in advance of issuing their reports.
In conclusion, we believe our six nominees have the experience,
qualifications, share ownership, and commitment necessary to turn around ATRM
and maximize value for ALL shareholders.We invite ATRM's shareholders to read
more about our team on pages 10-12 of our proxy filing.We strongly encourage
ATRM shareholders to vote for our team using the GREEN proxy card.
CONCERNED AETRIUM SHAREHOLDERS (CONSISTING OF JEFFREY E. EBERWEIN, ARCHER
ADVISORS, LLC, ARCHER FOCUS FUND, LLC, ARCHER EQUITY FUND, LLC, STEVEN
MARKUSEN, GLOBALTEL HOLDINGS LLC, DILIP SINGH, RICHARD K. COLEMAN, JR., GALEN
VETTER, ALFRED JOHN KNAPP, JR., ANDOVER GROUP, INC., BOSTON AVENUE CAPITAL
LLC, CHARLES M. GILLMAN, JAMES F. ADELSON AND STEPHEN J. HEYMAN) ARE OR MAY BE
DEEMED TO BE "PARTICIPANTS" UNDER THE RULES OF THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") IN THE SOLICITATION OF PROXIES FOR THE ELECTION OF THEIR
SLATE OF NOMINEES TO AETRIUM INCORPORATED'S ("ATRM") BOARD OF DIRECTORS AT THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 26, 2012.IN CONNECTION
WITH THE PARTICIPANTS' PROXY SOLICITATION, THEY HAVE FILED A DEFINITIVE PROXY
STATEMENT WITH THE SEC TO SOLICIT SHAREHOLDERS OF ATRM.
SHAREHOLDERS OF ATRM ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT
BECAUSE IT CONTAINS IMPORTANT INFORMATION AND SUCH SHAREHOLDERS SHOULD RELY ON
SUCH DEFINITIVE PROXY STATEMENT AND NOT ON THIS RELEASE OR ANY PRELIMINARY
PROXY STATEMENT. THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS RELATED TO SOLICITATION OF PROXIES WILL BE AVAILABLE WITHOUT CHARGE
ON THE SEC'S WEBSITE AT WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT AND THEIR OTHER SOLICITING MATERIALS WITHOUT CHARGE UPON
REQUEST.REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANT'S PROXY
SOLICITOR, INVESTORCOM, INC., TOLL FREE: (877) 972-0090 OR VIA EMAIL AT:
INFORMATION REGARDING THE PARTICIPANTS, INCLUDING THEIR DIRECT OR INDIRECT
INTERESTS IN THE SOLICITATION, BY SECURITY HOLDINGS OR OTHERWISE, IS CONTAINED
IN THEIR DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE SEC ON
NOVEMBER 8, 2012, WHICH IS AVAILABLE WITHOUT CHARGE ON THE SEC'S WEBSITE AT
* Permission to use quotation was neither sought nor obtained
CONTACT: Jeff Eberwein
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