Dissident Group Rejects Zarlink's Attempt to Fairly Represent Views of all Company Shareholders
July 22 2008 - 3:31PM
Marketwired
OTTAWA, CANADA (NYSE: ZL) today announced that it has met with
Scott Leckie, Daniel Owen and David Banks ("the Leckie Group" or
"the dissidents") in an attempt to find an amicable solution to the
proxy contest in advance of the Annual and Special Meeting of
Shareholders scheduled for July 23, 2008.
The Leckie Group requested three Board of Director seats, with
candidates of its choosing, as well as approximately $600,000 in
reimbursement of proxy costs. Zarlink's Board of Directors finds
these to be unreasonable demands, in light of the expected
shareholder voting results.
With the express goal of representing the views of all
shareholders, Zarlink's Board of Directors offered to add two new
independent directors to the current board in accordance with the
Company's by-laws. The Company's Board of Directors and the Leckie
Group would collaborate on a list of potential candidates. These
individuals would have to meet the qualifications and appointment
procedures followed by the Board of Directors to ensure all board
members bring the requisite business and technology expertise
required to monitor and encourage the attainment of a compelling
strategic direction and solid financial results.
The Leckie Group rejected the Board's proposal.
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: Ed Goffin 613 270-7112 edward.goffin@zarlink.com
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