Leading Independent Proxy Advisory Firms Recommend CSP Inc. Shareholders
Support CSP Inc. Director Nominees
Company Responds to North & Webster
BILLERICA, Mass., Feb. 7, 2013 (GLOBE NEWSWIRE) -- CSP Inc. (Nasdaq:CSPI), a
provider of IT solutions, systems integration services and dense cluster
computing systems, announced today that two of the U.S. leading independent
proxy advisory firms, Glass, Lewis & Co. (Glass Lewis) and Institutional
Shareholder Services Inc. (ISS), have recommended that shareholders vote for
CSP Inc.'s director nominees at the upcoming annual meeting on the White proxy
In addition, late yesterday the Board of Directors of CSP Inc. received
another unsolicited letter from North & Webster, LLC, which stated that it is
prepared to enter into a confidentiality agreement with CSP Inc. in connection
with its latest purported offer to acquire the Company. The letter specifies a
number of conditions precedent to any such offer.
The Company is in the middle of an expensive, time-consuming proxy contest
initiated by North & Webster. Contrary to what North & Webster states in its
press release today, after our 2013 Annual Meeting has been concluded, the
directors elected by CSP's stockholders will have the opportunity to prudently
consider North & Webster's latest proposal.
Your management and directors are committed to CSP's continued improvement in
financial performance, and the creation of sustainable long-term value for CSP
stockholders. The Board of Directors will remain open to stockholder ideas and
suggestions about creating value for all stockholders.
In its report, Glass Lewis noted, "In review of available documentation, we
consider the Dissident's solicitation wholly unworthy of support by
unaffiliated shareholders. From the start, it is apparent NW's unconvincing
and slapdash governance argument is used as an effectively transparent veil
for the Dissident's attempt to force a sale by taking control of the board.
Perhaps more importantly still, absent some clear indication of malfeasance,
we believe a decision as critical as initiating a process that could
prospectively result in a sale of the Company is vested entirely in the board,
and not, as it were, in the conflicted hands of a five-month shareholder.
Based on these factors and the significant positive governance changes
undertaken by the incumbent board, we believe shareholders should reject NW's
solicitation at this time."
ISS advised, "As the dissidents have not made a compelling case for change, we
do not recommend shareholders vote for dissident nominees to replace incumbent
directors." ISS also noted that North & Webster's board nominee Sam Kidston
"if elected here, would be considered overboarded under standard ISS policy
since he already is the CEO of a publicly traded company and serves on the
boards of three other companies."
None of North & Webster's four director candidates appear to possess any
relevant business experience in CSP's two primary business segments, nor has
North & Webster put forth any plan to help grow CSP's business and create
long-term stockholder value. If shareholders should receive any proxy
materials from North & Webster, the Company urges that they completely
disregard them and take no action. The Company asks all CSP Inc. shareholders
to vote for the Company's director nominees, by signing, dating and returning
the proxy card or voting instruction form today.
For your further convenience, you may also vote by phone or Internet, by
following the instructions on the proxy card or voting form. If you have any
questions or need any assistance with voting your shares, please contact The
Proxy Advisory Group, LLC, who is assisting your Company in this matter,
toll-free at (888) 337-7799 or (888) 33-PROXY.
About CSP Inc.
Based in Billerica, Massachusetts and founded in 1968, CSP Inc. and its
subsidiaries develop and market IT integration solutions and high-performance
computer systems to meet the diverse requirements of our industrial,
commercial, and defense customers worldwide.
CSP's Systems segment includes the MultiComputer Division, which designs and
manufactures commercial high-performance computer signal processing systems
for a variety of complex real time applications in defense and commercial
markets. The Company's MODCOMP Inc. subsidiary, also part of its Service and
Systems Integration segment was founded in 1970, and has offices in the U.S.,
U.K. and Germany. Modcomp provides solutions and services for complex IT
environments including storage and servers, unified communications solutions,
IT security solutions and consulting services. More information about CSP is
available on the company's website at www.cspi.com.
To learn more about MODCOMP, Inc., consult www.modcomp.com.
The CSP, Inc. logo is available at
CONTACT: Gary Levine
Chief Financial Officer
Tel: 978.663.7598 ext. 1200
CSP Inc. Logo
Press spacebar to pause and continue. Press esc to stop.