Solera Announces Offer to Implement ISS Report Recommendations
Quagliano Issues Second Press Release Touting ISS Report -- Will He Agree to
Accept Its Conclusions?
LAKEWOOD, Colo., May 20, 2014 (GLOBE NEWSWIRE) -- Solera National Bancorp,
Inc. (OTCQB:SLRK) ("Solera," the "Company," "we," or "us"), the holding
company for Solera National Bank, today responded to a second proxy
solicitation letter issued by Michael Quagliano trumpeting an analysis
conducted by proxy advisory firm Institutional Shareholder Services, Inc.
("ISS") regarding the proxy contest he has initiated to replace the Company's
board of directors. In his letter, he again cites criticism of the Company
contained in the report, and the fact that ISS recommended that votes be
withheld from four of the seven candidates recommended by the Company's board.
This time, however, he does not even bother to mention the fact that ISS has
recommended that shareholders vote against not some, but all, of his nominees.
For months, we have attempted to engage in a constructive dialogue with Mr.
Quagliano, only to be met with a categorical rejection of any arrangement that
does not give him and his nominees, including his girlfriend and daughter,
outright control of the Company, despite their obvious and profound lack of
qualifications.Since he appears to place significant weight on the ISS
report, we are now announcing our offer to fully implement the ISS
(i) ELECT Company nominees John Carmichael, Ron Eller and David Roberts;
(ii) REJECT all of Quagliano's nominees; and
(iii) REJECT Quagliano's proposal to amend the bylaws.
Although not specifically addressed in the ISS report, we would also agree to
nominate two to four additional directors who would be mutually agreed upon by
the existing board and Quagliano, subject to regulatory approval, in order to
adequately staff relevant board committees.Upon Quagliano's acceptance of
this offer, we are ready to quickly negotiate and enter into a definitive
Our offer is being communicated to Mr. Quagliano contemporaneously with the
issuance of this release.We will promptly disclose his response.
No matter how many shares you own, your vote is very important to us.To
follow the Solera board's recommendations, shareholders should vote on the
WHITE proxy card today FOR all the Company's director nominees.
If you have any questions, require assistance in voting your WHITE proxy card,
or need additional copies of Solera's proxy materials, please call Alliance
Advisors LLC at the phone numbers listed below.
ALLIANCE ADVISORS LLC
200 Broadacres Drive, 3^rd Floor
Bloomfield, NJ 07003
Banks and Brokers Call Collect:(973) 873-7721
Shareholders Call TOLL-FREE: (855) 737-3177
About Solera National Bancorp, Inc.
Solera National Bancorp, Inc. was incorporated in 2006 to organize and serve
as the holding company for Solera National Bank, which opened for business in
September 2007. Solera National Bank is a community bank serving emerging
businesses in Lakewood, Colorado with five additional loan production offices
throughout the state. At the core of Solera National Bank is welcoming,
inclusive and respectful customer service, a focus on supporting a growing and
diverse Colorado economy, and a passion to serve the Hispanic community
through service, education and volunteerism. For more information, please
CONTACT: Solera National Bancorp, Inc.
John P. Carmichael, President & CEO
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