Altai Capital Responds to Amber Road’s Postponement of Annual Meeting
April 18 2019 - 4:14PM
Business Wire
Company’s Action Constitutes Unnecessary Delay
and Hinders Shareholders’ Ability to Elect Representatives to the
Board
Underscores Need for Change on the Board by
Electing Altai Capital’s Highly Qualified Nominees Marshall
Heinberg and Jim Watson
Altai Capital Management, L.P. (“Altai Capital”), one of the
largest shareholders of Amber Road, Inc. (NYSE: AMBR) (“Amber Road”
or, the “Company”), today issued the following statement regarding
the Company’s sudden announcement that it will postpone the 2019
Annual Meeting of Stockholders (the “Annual Meeting”), which was
originally scheduled for May 7, 2019, by more than a month to June
18, 2019.
“The unexplained decision of Amber Road’s Board to postpone the
Annual Meeting appears to us to be a clear attempt to further
entrench the Board and avoid accountability. We believe investors
deserve the opportunity to voice, without delay, their frustration
at the strategic missteps of the Company’s leadership. By delaying
the shareholders’ right to elect directors at the appropriate
meeting time, we believe the Company is perpetuating the pattern of
self-serving actions and value destruction that have characterized
Amber Road to date. We see no valid purpose for postponing the
Annual Meeting and question the Board’s decision to do so only days
before the scheduled date and after proxies have already been
delivered to shareholders. In the absence of any explanation, we
can only conclude that the Board is trying to buy more time to
gather support they do not believe they have.
As we have stated all along, Amber Road’s Board is in critical
need of improvement—fresh, independent minds are essential to hold
management accountable, to properly explore strategic alternatives
and to provide shareholders with the transparency they deserve.
This Board’s delay tactics only reinforce our concerns, serving as
an acute reminder that the Company’s current Board, in our view,
prioritizes its desire to stay in office over respecting the rights
of its shareholders. To the extent that the current Board is
deliberating on material decisions, we strongly believe that such
deliberations should be conducted by a new, duly elected Board
best-positioned to represent the best interests of all
shareholders.
We hope our fellow shareholders will see the Board’s tactics for
what they are and will support our efforts to inject much needed
accountability at Amber Road by voting to elect Marshall Heinberg
and Jim Watson to the Board. It is time to choose a new path
forward of experience, competence and value creation, rather than
the current path of stagnation, management self-enrichment and
shareholder value destruction.”
The time for change is now – Altai Capital
urges shareholdersto vote the GOLD proxy card today!
About Altai Capital
Altai Capital is an independent, value-oriented private
investment firm focused on both credit and equity
opportunities.
Related Linkswww.altai.com
IMPORTANT INFORMATION
ALTAI CAPITAL MANAGEMENT, L.P. (“ALTAI CAPITAL”), ALTAI CAPITAL
OSPREY, LLC, RISHI BAJAJ, MARSHALL A. HEINBERG AND JAMES F. WATSON
(TOGETHER WITH MARSHALL A. HEINBERG, THE “NOMINEES,” COLLECTIVELY,
THE “PARTICIPANTS”) HAVE FILED WITH THE SEC A DEFINITIVE PROXY
STATEMENT AND ACCOMPANYING FORM OF PROXY TO BE USED IN CONNECTION
WITH THE SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF AMBER
ROAD, INC. (“AMBER ROAD”). ALL SHAREHOLDERS OF AMBER ROAD ARE
ADVISED TO READ ALTAI CAPITAL’S DEFINITIVE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE
PARTICIPANTS WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO
THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND AN
ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE
COMPANY’S SHAREHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT
DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC WEBSITE AT
HTTP://WWW.SEC.GOV/.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF ITS
DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN
THE DEFINITIVE PROXY STATEMENT FILED BY ALTAI CAPITAL WITH THE SEC
ON APRIL 8, 2019. THIS DOCUMENT IS AVAILABLE FREE OF CHARGE FROM
THE SOURCES INDICATED ABOVE.
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version on businesswire.com: https://www.businesswire.com/news/home/20190418005775/en/
Investors:Okapi Partners LLCBruce H. Goldfarb / Patrick
J. McHugh(212) 297-0720 or Toll-free (855)
208-8902info@okapipartners.com
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