Tiberius Accuses MathStar (MATH.PK) Directors of Failure to Disclose Sajan, Inc. Deal at MathStar Annual Meeting
July 17 2009 - 1:03PM
PR Newswire (US)
CHICAGO, July 17 /PRNewswire/ -- Tiberius Capital II, LLC
("Tiberius"), a value-opportunity fund located n Chicago, today
sent a letter to the MathStar (MATH.PK) Board of Directors accusing
them of failure to disclose material information to shareholders.
In particular, Tiberius accuses Board members Richard C. Perkins,
Benno G. Sand and Merrill A. McPeak of withholding material
information with regard to the proposed Sajan, Inc. deal from the
shareholders who were voting on whether to liquidate the Company at
the Annual Meeting of shareholders held on July 10, 2009. According
to the resignation letter of ex-Chairman, CEO, President and CFO,
Douglas M. Pihl, the Sajan deal calls for nearly half of MathStar's
cash to be paid to Sajan shareholders, and contemplates that the
MathStar shareholders would suffer nearly 50% dilution in new stock
issuances. Tiberius believes the terms of the Sajan deal should
have brought to the attention of the shareholders prior to the
Annual Meeting. On July 14, 2009, just two business days after the
Annual Meeting, MathStar's Board of Directors disclosed that
MathStar had entered into a Letter of Intent with Sajan. At the
Annual Meeting, over 1,600,000, or approximately 18%, of the
outstanding shares voted in favor of liquidating the Company. In
Tiberius' opinion, it is highly likely that more shareholders would
have voted in favor of liquidation, or more shareholders would have
elected to tender their MathStar shares to Tiberius, if they knew
that there was a pending deal that would drain nearly half of
MathStar's cash to Sajan shareholders, and result in nearly 50%
dilution to existing MathStar shareholders. "We continue to praise
Douglas M. Pihl. He courageously chose to resign from all of his
MathStar positions, rather than go along with the Sajan deal,
which, in Tiberius' opinion, is a bad deal for MathStar
shareholders, " said John M. Fife, who along with Robert T.
Sullivan, is a principal of Tiberius Capital II, LLC. Tiberius is
offering $1.25 per share in cash to all shareholders for all of
their MathStar shares. The offer expires at 11:59 P.M. New York
City time on July 20, 2009. Please contact your broker to tender
your MathStar shares or call Mellon Investor Services toll-free at
866-223-5707 for assistance in tendering your shares.
Forward-looking Statements This press release contains
forward-looking statements. All statements contained herein that
are not clearly historical in nature or that may necessarily depend
on future events are forward-looking, and the words "anticipate,"
"believe," "expect," "estimate," "plan," "potential," "strategy,"
"pursue," and similar expressions are generally intended to
identify forward-looking statements. Such statements are based on
management's current expectations, but actual results may differ
materially due to various factors such as delays in effecting the
tender offer, unanticipated events, prolonged adverse conditions in
the U.S. economy, and expectations regarding MathStar's financial
condition and liquidity. Forward-looking statements involve risks
and uncertainties. DATASOURCE: Tiberius Capital II, LLC CONTACT:
Mellon Investor Services LLC, 1-866-223-5707, for Tiberius Capital
II, LLC
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