Zarlink Addresses Dissident Group Claims
July 14 2008 - 2:59PM
Marketwired
OTTAWA, CANADA (NYSE: ZL) today issued a response to a press
release issued on July 14th by Scott Leckie, Daniel Owen and David
Banks ("the Leckie Group" or "the dissidents").
In response to the letter sent to the Company Chairman referred
to in that press release, Zarlink advises that:
- The dissidents fail to offer any clear vision or strategy of
their own;
- The three Management nominees proposed by the dissidents -
Adam Chowaniec, Hubert Lacroix and Spencer Lanthier - have never
been asked and have never consented to serve on the dissident slate
of nominees, yet they continue to be named in the misleading proxy
material issued by the Leckie Group;
- The three management directors have consistently advised that
there is nothing in the dissident material that suggests the
dissidents have a plan or strategy for the Company moving forward.
The three management nominees have advised the Company and the
dissidents that they will not entrust their own reputation and
integrity to a course of action that would immediately put Zarlink
"on hold" while the dissident board seeks to develop an
understanding of the business and create a strategic plan;
- The current Zarlink Board provides shareholders with effective
corporate governance that is in compliance with both Canadian and
United States governance requirements and the Company consistently
gets very high ratings on its corporate governance from proxy
advisory firms and other governance monitoring organizations.
Ensuring shareholders are informed
In response to the dissident's claims of obstruction, to
Zarlink's knowledge the Leckie Group has received all information
they are entitled to under the Canada Business Corporations Act and
applicable securities legislation within the prescribed time
periods. Zarlink's Board of Directors strongly objects to any
inference that it is attempting to frustrate the right of
shareholders to put forward an alternative to the existing
board.
Zarlink shareholders are encouraged to seek further information
regarding the position of the Company's Board and Directors and
Management by referring to the Letter to Shareholders that was
mailed last week. This Letter to Shareholders, along with further
Company information, is available at www.zarlink.com.
Important shareholder voting instructions
The Zarlink proxy to vote is YELLOW. Your vote is important,
regardless of how many shares you own. Voting is a very quick and
easy process. To be effective completed YELLOW proxies must be
received by 10:30 a.m. on July 21, 2008. Due to the limited time
available we recommend voting by Internet, telephone or facsimile
today or at least 24 hours in advance of the proxy cut-off. If you
have already voted using the dissident proxy you have every right
to change your vote as it is the later dated proxy that will be
counted.
We urge you to carefully consider the ramifications of your vote
and to submit your YELLOW proxy today FOR the election of the slate
of director nominees set out in the Zarlink Management Proxy
Circular. Please discard any proxy or related materials you may
receive from the Dissidents and vote using only the YELLOW form of
proxy. For ease of voting, Zarlink shareholders are encouraged to
vote using the Internet and entering their YELLOW control number.
Please visit www.zarlink.com for additional information.
Shareholders with questions or needing assistance in voting
their YELLOW proxy are encouraged to call Zarlink's proxy
solicitation agent, Georgeson (North American toll-free,
1-866-717-8088).
About Zarlink Semiconductor
For over 30 years, Zarlink Semiconductor has delivered
semiconductor solutions that drive the capabilities of voice,
enterprise, broadband and wireless communications. The Company's
success is built on its technology strengths including voice and
data networks, optoelectronics and ultra low-power communications.
For more information, visit www.zarlink.com.
Shareholders and other individuals wishing to receive, free of
charge, copies of the reports filed with the U.S. Securities and
Exchange Commission and Regulatory Authorities, should visit the
Company's web site at www.zarlink.com or contact Investor
Relations.
Certain statements in this press release constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties, and
other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance, or achievements expressed or implied
by such forward-looking statements. Such risks, uncertainties and
assumptions include, among others, the following: our dependence on
the successful development and market introduction of new products;
our dependence on revenue generation from our legacy products in
order to fund development of our new products; our ability to
successfully integrate Legerity and any businesses acquired in the
future; any potential undisclosed liabilities associated with the
Legerity acquisition; our ability to operate profitably and
generate positive cash flows in the future; our dependence on our
foundry suppliers and third-party subcontractors; order
cancellations and deferrals by our customers; and other factors
referenced in our Annual Report on Form 20-F. Investors are
encouraged to consider the risks detailed in this filing.
Contacts: Zarlink Semiconductor Inc. Ed Goffin 613-270-7112
edward.goffin@zarlink.com
Zarlink Semiconducto (NYSE:ZL)
Historical Stock Chart
From Apr 2024 to May 2024
Zarlink Semiconducto (NYSE:ZL)
Historical Stock Chart
From May 2023 to May 2024