RCM Provides Stark Comparison Between RCM's Highly-Qualified and Very
Experienced Board Nominee Michael E.S. Frankel and the Legion Group's Less
Compelling Nominee Bradley S. Vizi
Recommends Stockholders Vote White Proxy Card to Support the RCM Board of
Directors' Highly Qualified and Very Experienced Nominees
PENNSAUKEN, N.J., Nov. 25, 2013 (GLOBE NEWSWIRE) -- RCM Technologies, Inc.
(Nasdaq:RCMT), a premier provider of business and technology solutions
designed to enhance and maximize the operational performance of its customers
through the adaptation and deployment of advanced information technology,
engineering and specialty healthcare services, today announced that it has
mailed a letter to stockholders comparing the qualifications of RCM's Board
nominee, Michael E.S. Frankel, with those of the Legion Group's Board nominee,
Bradley S. Vizi.
In its letter, RCM shows the stark comparison between the two decades of
experience that Michael E.S. Frankel would bring to the RCM Board, including
service as a public company board member, chairing a board's nominating and
governance committee, experience running an operating company with profit &
loss responsibility, experience as an M&A advisor, experience serving as an
advisor or executive for some of the country's most prominent public and
private companies and experience serving the best interests of public company
stockholders, and Mr. Vizi's lack of any similar experience in the seven years
since he received his undergraduate degree, including never serving on a
public company's board of directors. Mr. Frankel's impressive resume includes
experience at some of the country's most prestigious and well-known firms,
including serving as an M&A attorney at Skadden, Arps, Slate, Meagher & Flom
LLP, an M&A investment banker at Merrill, Lynch, Pierce, Fenner & Smith, Inc.,
a corporate development executive at G.E. Capital and the Senior Vice
President for M&A at Reed-Elsevier's Lexis-Nexis Division.
As previously announced, the Legion Group is a dissident stockholder group
that is pursuing a proxy contest to elect its two handpicked nominees to the
RCM Board at the 2013 Annual Meeting to be held on Thursday, December 5, 2013,
at 6:00 p.m., local time, at the offices of Morgan, Lewis & Bockius LLP in
Philadelphia, Pennsylvania. RCM has established October 18, 2013 as the record
date for stockholders entitled to vote at the 2013 Annual Meeting.
RCM's Board of Directors unanimously recommends that stockholders vote to
elect RCM's highly-qualified and very experienced director nominees –Michael
E.S. Frankel and Robert B. Kerr – by voting the WHITE proxy card by telephone,
Internet or mail.
RCM strongly urges stockholders to vote only the WHITE proxy card and discard
the gold proxy card they may receive from the dissident stockholder group led
by Legion Partners Asset Management LLC.
RCM is being advised in connection with the proxy contest by Morgan, Lewis &
Bockius LLP and Alston & Bird LLP. MacKenzie Partners, Inc. is serving as
RCM's proxy solicitor.
The full text of RCM's letter to stockholders is included below:
Dear Fellow RCM Stockholder:
We have previously mailed you management's proxy materials for the 2013 Annual
Meeting of Stockholders of RCM Technologies, Inc. to be held on December 5,
2013. Since this is an important meeting, we encourage you to read these
materials carefully. As you are aware, a dissident stockholder group led by
Legion Partners Asset Management, LLC is waging a proxy contest against RCM in
an effort to have two of its handpicked nominees, Bradley S. Vizi and Roger H.
Ballou, elected to your Board. As you decide how to vote at the upcoming 2013
Annual Meeting, we ask you to consider the following question:
HOW DO THE QUALIFICATIONS OF RCM'S NOMINEE MICHAEL E.S. FRANKEL COMPARE WITH
THE LEGION GROUP'S NOMINEE BRADLEY S. VIZI?
Late last week, ISS Proxy Advisory Services, a leading independent proxy
advisory firm, issued a recommendation to its clients that stockholders
withhold their votes for Mr. Vizi's election to your Board at the 2013 Annual
Meeting. In its report, ISS indicated that, between Michael E.S. Frankel, one
of the two highly-qualified nominees recommended by your Board, and the Legion
Group's Mr. Vizi, ISS believes that Mr. Frankel is the more "compelling"
nominee for election to your Board. ISS' view on Mr. Frankel was also shared
by the two other leading independent proxy advisory firms, Glass Lewis & Co.
and Egan-Jones Proxy Services, who both recommended that stockholders reject
the Legion Group's nominee Mr. Vizi and vote the WHITE proxy card to elect Mr.
Frankel to your Board.
When comparing the qualifications of Mr. Vizi and Mr. Frankel, all three
leading independent proxy advisory firms have indicated that Mr. Frankel is
the preferred candidate for election to your Board. In its report recommending
that stockholders vote the WHITE proxy card in favor of the election of Mr.
Frankel, Egan-Jones took note of "Mr. Vizi's apparent lack of public company
board or public company management experience." Egan-Jones further indicated
that it believes that "voting FOR the management ballot and the Company's
nominees is in the best interest of the Company and its stockholders" and that
the election of the RCM Board's nominees will "enable the Company to continue
to build on its strong record of increasing stockholder value."
While all three of the leading proxy advisory firms have compared the
backgrounds, qualifications and experiences of Mr. Frankel with those of Mr.
Vizi and have determined that Mr. Frankel is the nominee who should be elected
to your Board, you can see for yourself how these two nominees compare. We
believe the choice is obvious and that you should vote the WHITE proxy card to
elect Michael E.S. Frankel to your Board.
RCM'S BOARD NOMINEE LEGION GROUP'S
MICHAEL E.S. FRANKEL BRADLEY S. VIZI
NUMBER OF PROXY ADVISORY FIRMS ALL THREE LEADING PROXY
THAT HAVE INDICATED THAT, ADVISORY FIRMS HAVE
BETWEEN MR. FRANKEL AND MR. INDICATED THAT MICHAEL ABSOLUTELY NONE!
VIZI, NOMINEE IS THE PREFERRED FRANKEL IS THE PREFERRED
CANDIDATE CANDIDATE AND ISS CALLS HIM
AGE 45 29
EDUCATIONAL BACKGROUND FOUR DEGREES, INCLUDING ONE DEGREE
THREE ADVANCED DEGREES
Masters of Business
Doctorate (Law Degree); Bachelor of
Masters of Arts, Science,
International Relations; Economics
Bachelor of Arts, Political
SEVEN YEARS SINCE
YEARS OF WORK EXPERIENCE TWO DECADES COLLEGE
EXPERIENCE SERVING ON A PUBLIC YES ABSOLUTELY NONE!
EXPERIENCE LEADING A PUBLIC
COMPANY BOARD'S GOVERNANCE AND YES ABSOLUTELY NONE!
EXPERIENCE SERVING ON APUBLIC
COMPANY BOARD'S COMPENSATION YES ABSOLUTELY NONE!
EXPERIENCE DIRECTLY DEVELOPING
OR IMPLEMENTING STRATEGIES TO YES ABSOLUTELY NONE!
ENHANCE LONG-TERM STOCKHOLDER
EXPERIENCE COMPLYING WITH
FIDUCIARY DUTIES TO PUBLIC YES ABSOLUTELY NONE!
EXPERIENCE AS A PUBLIC COMPANY
BOARD MEMBER EVALUATING YES ABSOLUTELY NONE!
EXPERIENCE OVERSEEING THE
MANAGEMENT OF A PUBLIC COMPANY YES ABSOLUTELY NONE!
AND HOLDING MANAGEMENT
POTENTIAL CONFLICTS IF ELECTED POTENTIALLY
TO THE RCM BOARD NO CONFLICTS WHATSOEVER SIGNIFICANT
AGENDA IN SEEEKING ELECTION TO NO SELF-INTERESTED, ??????
THE RCM BOARD UNDISCLOSED AGENDA
ABILITY TO INVEST IN RCM SHARES
-- "SKIN IN THE GAME" -- IF YES ABSOLUTELY NONE!
ELECTED TO YOUR BOARD
NO PREVIOUS RELATIONSHIP TO
ANY RCM BOARD OR MANAGEMENT COMPENSATED
PREVIOUS RELATIONSHIP TO THE MEMBER; INTRODUCED TO RCM BY EMPLOYEE OF
BODY RECOMMENDING NOMINEE RCM'S SPECIAL PROXY CONTEST LEGION PARTNERS
COUNSEL WHO HAD NO ASSET MANAGEMENT,
RELATIONSHIP TO RCM BEFORE LLC
ACTIVIST SITUATION BEGAN
EXPERIENCE SERVING AS AN M&A
LAWYER, INVESTMENT BANKER,
CORPORATE / BUSINESS YES ABSOLUTELY NONE!
DEVELOPMENT EXECUTIVE AND CHIEF
EXPERIENCE WORKING AT SKADDEN,
ARPS, SLATE MEAGHER & FLOM LLP
(LAW FIRM), MERRILL LYNCH
(INVESTMENT BANKING DIVISION), YES ABSOLUTELY NONE!
G.E. CAPITAL, VERISIGN, REED
ELSEVIER (LEXIS-NEXIS GROUP),
AND CHICAGO MERCANTILE EXCHANGE
EXPERIENCE RUNNING OPERATING
BUSINESSES WITH P&L YES ABSOLUTELY NONE!
NUMBER OF BOOKS WRITTEN AND TWO EXCELLENT BOOKS ON M&A –
PUBLISHED ON MERGERS AND YOU CAN PREVIEW HIS BOOKS ON ABSOLUTELY NONE!
ACQUISITIONS M&A AT AMAZON.COM!!
YOUR VOTE IS IMPORTANT!
SUPPORT A BOARD THAT HAS A DEMONSTRATED RECORD OF CREATING AND RETURNING VALUE
TO STOCKHOLDERS BY ELECTING YOUR BOARD'S HIGHLY-QUALIFIED AND EXPERIENCED
This proxy contest ultimately comes down to a simple choice – electing either:
*RCM's highly-qualified and very experienced Board nominees who will allow
RCM to continue to build on its strong record of increasing stockholder
value by approximately 587% over the past five years (not including the
$1.00 per share special cash dividend that was distributed to RCM
stockholders in December 2012) and, since 2010, returning close to $20
million in value to our stockholders without compromising our strong
balance sheet, financial flexibility and strategic growth trajectory;
*The handpicked, problematic nominees of a dissident stockholder group led
by Legion Partners Asset Management LLC, an activist investor, which has
no significant direct economic interest in RCM.
PROTECT THE VALUE OF YOUR INVESTMENT BY SIGNING, DATING AND RETURNING THE
WHITE PROXY CARD TODAY
To vote your shares, please vote TODAY by telephone, Internet or by signing,
dating and returning the enclosed WHITE proxy card in the postage-paid
envelope provided. You may also vote by phone or Internet by following the
instructions on the enclosed proxy card. If you have any questions or need
assistance in voting your WHITE proxy card, we encourage you to call our proxy
solicitor, Mackenzie Partners, Inc., at (800)322-2885 (Toll Free) or at (212)
Your Board strongly urges you NOT to sign or return any gold proxy card or
voting instruction form that the Legion Group may send to you, even as a
protest vote against the Legion Group or its nominees.Even a "WITHHOLD" vote
with respect to the Legion Group's nominees on its gold proxy card will cancel
any previously submitted WHITE proxy card. If you do sign a gold proxy card
sent to you by the Legion Group, however, you have the right to change your
vote by using the enclosed WHITE proxy card. Only the latest dated proxy card
you vote will be counted.
We appreciate your continued support as we work to protect your investment and
continue creating value for all RCM stockholders. We look forward to
communicating further with you in the coming weeks.
/s/ Leon Kopyt
Chairman of the Board of Directors and
Chief Executive Officer
RCM Technologies, Inc. is a premier provider of business and technology
solutions designed to enhance and maximize the operational performance of its
customers through the adaptation and deployment of advanced information
technology and engineering services. RCM is an innovative leader in the
delivery of these solutions to commercial and government sectors. RCM is also
a provider of specialty healthcare services to major health care institutions
and educational facilities. RCM's offices are located in major metropolitan
centers throughout North America. Additional information can be found at
The Statements contained in this release that are not purely historical are
forward-looking statements within the Private Securities Litigation Reform Act
of 1995 and are subject to various risks, uncertainties and other factors that
could cause the Company's actual results, performance or achievements to
differ materially from those expressed or implied by such forward-looking
statements. These statements often include words such as "may," "will,"
"expect," "anticipate," "continue," "estimate," "project," "intend,"
"believe," "plan," "seek," "could," "can," "should" or similar expressions. In
addition, statements that are not historical should also be considered
forward-looking statements. These statements are based on assumptions that we
have made in light of our experience in the industry, as well as our
perceptions of historical trends, current conditions, expected future
developments and other factors we believe are appropriate in these
circumstances. Forward-looking statements include, but are not limited to,
those relating to demand for the Company's services, expected demand for our
services and expectations regarding our revenues, the Company's ability to
continue to utilize goodwill, to continue to increase gross margins, to
achieve and manage growth, to develop and market new applications and
services, risks relating to the acquisition and integration of acquired
businesses, the ability of the Company to consummate acquisitions as to which
it executes non-binding letters of intent, demand for new services and
applications, timing of demand for services, industry strength and competition
and general economic factors. Such statements are based on current
expectations that involve a number of known and unknown risks, uncertainties
and other factors, which may cause actual events to be materially different
from those expressed or implied by such forward-looking statements. Risk,
uncertainties and other factors may emerge from time to time that could cause
the Company's actual results to differ from those indicated by the
forward-looking statements. Investors are directed to consider such risks,
uncertainties and other factors described in documents filed by the Company
with the Securities and Exchange Commission. The Company assumes no obligation
(and expressly disclaims any such obligation) to update any forward-looking
statements contained in this release as a result of new information or future
events or developments, except as may be required by law.
Additional Information and Where to Find It
RCM, its directors and certain of its executive officers and employees are
deemed to be participants in the solicitation of proxies from RCM's
stockholders in connection with the 2013 Annual Meeting. RCM filed a
definitive proxy statement and WHITE proxy card with the SEC in connection
with the solicitation of proxies for the 2013 Annual Meeting on October 30,
2013 (the "2013 Proxy Statement"). STOCKHOLDERS ARE URGED TO READ THE 2013
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT RCM WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional
information regarding the identity of these participants and their direct or
indirect interests, by security holdings or otherwise, is set forth in the
2013 Proxy Statement. To the extent holdings of RCM's securities have changed
since the amounts shown in the 2013 Proxy Statement, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4 filed with
Stockholders can obtain, free of charge, copies of the 2013 Proxy Statement
and any other documents filed by RCM with the SEC in connection with the 2013
Annual Meeting at the SEC's website (www.sec.gov), at RCM's website
(www.rcmt.com) or by writing to Mr. Kevin D. Miller, Chief Financial Officer,
RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken,
NJ08109. In addition, copies of the proxy materials, when available, may be
requested from RCM's proxy solicitor, MacKenzie Partners, Inc., 105 Madison
Avenue, New York, NY 10016 or toll-free at (800) 322-2885.
CONTACT: RCM Technologies, Inc.
2500 McClellan Avenue
Pennsauken, NJ 08109
Chairman, President & CEO
Kevin D. Miller
Chief Financial Officer
RCM Technologies, Lnc.
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