Ontario Superior Court of Justice Rules in Favour of Intrinsyc Software International Court Denies Activist Shareholder’s Attempt to Accelerate Special Meeting Business Wire VANCOUVER, British Columbia -- January 31, 2013 Intrinsyc Software International, Inc. (TSX: ICS) (“Intrinsyc” or the “Company”), today announced that the Ontario Superior Court of Justice (the “Court”) has rejected an attempt by activist shareholder Daniel Marks and Stonehouse Capital Management Inc. to force the Company to hold two back-to-back shareholder meetings on an accelerated basis to attempt to advance Daniel Marks’s predatory agenda. The Court found that the board of Intrinsyc acted “quickly and expeditiously” in determining a fair date for its upcoming annual and special meeting of shareholders (the “Meeting”). In accordance with the decision of Madame Justice Mesbur, the Meeting will continue to be held on May 14, 2013. Thomas J. Bitove, independent director, shareholder and Chairman of Intrinsyc’s Special Committee struck by the board in response to Daniel Marks’s meeting requisition, stated: “Today’s result in court was a welcome affirmation that the actions taken by this board and the Special Committee were correct and in the best interests of all shareholders. Daniel Marks and Stonehouse Capital have no regard for the costs associated with frivolous and wasteful litigation in their attempt to usurp the process of shareholder democracy. Daniel Marks only began accumulating shares in Intrinsyc in July of 2012 and we are suspicious of his motivation for forcing a proxy contest that attempts to replace the entire board of directors, particularly at a time when the Company has taken dramatic steps to conserve cash and redirect the Company for the benefit of every shareholder.” Tracy Rees, President and Chief Executive Officer, stated, "Since the fall of 2008, Intrinsyc’s board and management have been focused on cash conservation to maintain shareholder value and we have delivered results. To this day, Daniel Marks has not articulated to the board details of his plan for increasing shareholder value. I am pleased with the decision that affirms that Intrinsyc’s board acted in the best interest of shareholders in selecting the date for the special shareholder meeting, allowing Intrinsyc to avoid unnecessary cost and free management to focus on operations." In the decision, Madame Justice Mesbur, stated: “I am satisfied the board’s reasons in deciding to defer the special meeting until the AGM are reasonable. The decision avoids redundant costs, particularly in light of the company’s limited resources. The decision addresses the issue of shareholder fatigue, and is the way to limit it. Mr. Marks will suffer no prejudice if the meeting is delayed.” “Most importantly, I conclude the board acted honestly, in good faith and with a view of the best interests of the corporation. Its decision falls “within a range of reasonableness”. I therefore defer to the board’s business judgement in its choice of a special meeting date.” “The special committee’s primary concern was to act in the best interests of the shareholders. I conclude the board’s decision was reasonable in the interests of all shareholders and the corporation. They acted with appropriate prudence and diligence.” About Intrinsyc Software International, Inc. Intrinsyc is a product development company that brings to market next generation intelligent connected devices, from smartphones and tablets, to emerging categories of Machine-to-Machine (“M2M”) solutions. Intrinsyc is helping to lead the way to a networked society with 50 billion intelligent connected devices expected by 2020. Intrinsyc is publicly traded (TSX: ICS) and is headquartered in Vancouver, Canada, with operations in Taiwan and the United States. Forward-Looking Statements This press release contains statements which, to the extent that they are not recitations of historical fact, may constitute forward-looking information under applicable Canadian securities legislation that involve risks and uncertainties. Such forward-looking statements or information may include financial and other projections as well as statements regarding the Company's future plans, objectives, performance, revenues, growth, profits, operating expenses or the company's underlying assumptions. The words "may", "would", "could", "will", "likely", "expect," "anticipate," "intend", "plan", "forecast", "project", "estimate" and "believe" or other similar words and phrases may identify forward-looking statements or information. Persons reading this press release are cautioned that such statements or information are only predictions, and that the Company's actual future results or performance may be materially different. Factors that could cause actual events or results to differ materially from those suggested by these forward-looking statements include, but are not limited to: the need to develop, integrate and deploy software solutions to meet the Company’s customer's requirements; the possibility of development or deployment difficulties or delays; the dependence on the Company’s customer's satisfaction; the timing of entering into significant contracts; customers’ continued commitment to the deployment of the Company’s solutions; the performance of the global economy and growth in software industry sales; market acceptance of the Company’s products and services; the success of certain business combinations engaged in by the Company or by its competitors; possible disruptive effects of organizational or personnel changes; technological change, new products and standards; risks related to international expansion; concentration of sales; international operations and sales; dependence upon key personnel and hiring; reliance on a limited number of suppliers; industry growth; competition; intellectual property; product defects and product liability; currency exchange rate risk; and other factors described in the Company’s reports filed on SEDAR, including its Annual Information Form and financial report for the year ended December 31, 2011. This list is not exhaustive of the factors that may affect the Company’s forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. All forward-looking statements made in this press release are qualified by this cautionary statement and there can be no assurance that actual results or developments anticipated by the Company will be realized. The Company disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Contact: Intrinsyc Software International, Inc. George Reznik, +1-604-678-3734 Chief Financial Officer email@example.com or Sard Verbinnen & Co Dan Gagnier, 212-687-8080
Ontario Superior Court of Justice Rules in Favour of Intrinsyc Software International
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