Aetrium Dissidents Win Vote by Huge Margin, But Not Yet Seated
NEW YORK, Nov. 26, 2012 (GLOBE NEWSWIRE) -- Jeffrey E. Eberwein, Chairman and
spokesman for Concerned Aetrium Shareholders, would like to provide the
following update to the shareholders of Aetrium Incorporated ("Aetrium",
"ATRM", or the "Company") (Nasdaq:ATRM).
Concerned Aetrium Shareholders ("CAS", "we", or "us") is a group of
shareholders of Aetrium dedicated to enhancing shareholder value at ATRM. We
reluctantly came to the conclusion that ATRM's Board needed to be changed for
value to be maximized. Therefore, we called a Special Meeting of Shareholders
to elect new directors. This meeting was held today with almost 45% of all
shareholders present and voting. We received approximately 88% of the total
known votes cast and the incumbent Aetrium board members (the "Incumbent
Directors") only received 12%, thus we won almost 8-1.Less than 5% of all
shares outstanding supported the Incumbent Directors, which is remarkable
given that they own approximately 3.5% of the shares outstanding.
Despite our team winning the proxy vote by a ratio of 8-1, the Incumbent
Directors refused to seat us, relying on their erroneous interpretation of the
Company's bylaws that they claim requires an absolute majority of all issued
and outstanding shares to constitute a quorum.Furthermore, by purporting to
adopt a second unlawful bylaw provision on November 20 which they announced
only hours before the meeting today, the Incumbent Directors refused to
acknowledge our adjournment of the meeting to December 10 to permit us to
obtain such an absolute majority and thus eliminate the Incumbent Directors'
incorrect argument about the necessary quorum. The Incumbent Directors
clearly do not respect their shareholders.We anticipate the continued meeting
will be held on December 10 pursuant to our right to adjourn the meeting to
The Incumbent Directors have once again damaged shareholder value and
shareholder rights by thwarting the will of the shareholders.The Incumbent
Directors today announced a change in the rules for adjourning the shareholder
meeting only hours before the meeting convened.This is after changing the
rules for attaining quorum and after changing the rules for electing new
directors.Thus, this is the third instance where the Incumbent Directors have
improperly changed the rules of the game midway through the game solely to
prevent new, duly-elected directors from being seated.
The Incumbent Directors have once again shown that they are entrenched – their
main goal is to hold onto their positions no matter the cost rather than
follow the will of the shareholders.They have used every trick in the book
(and made up new ones) in order to prevent a shareholder vote and to prevent
new, duly-elected directors from being seated once that vote did occur.
With the support of less than 5% of all shares outstanding, the Incumbent
Directors have lost all legitimacy and are in no position to make any
important decisions on behalf of ATRM's shareholders.Any decision they make
from here forward will be illegitimate.Any self-respecting Incumbent Director
would resign after receiving less than 5% of all shares outstanding in their
Concerned Aetrium Shareholders reminds each of the incumbent board members
that actions they take that are adverse to the best interests of shareholders
can entail serious personal consequences.Personal liability can result from
taking actions that impair shareholder value.This liability can exceed D&O
insurance coverage or D&O insurance may not be available or applicable if
these actions have been undertaken for improper purposes.
Concerned Aetrium Shareholders will continue to fight for shareholder value
and shareholder rights and we will use every means necessary for the will of
the shareholders to be enforced.We strongly urge any shareholder who has not
yet voted their proxy to do so.We also urge shareholders to call the Company
and complain about the Incumbent Directors disregard for their rights.
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
CONTACT: Jeff Eberwein
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