Solera National Bancorp, Inc. Provides Update Regarding Discussions With Stockholder
April 07 2014 - 12:23PM
Solera National Bancorp, Inc. (OTCQB:SLRK) (the "Company,"
"Solera," or "we"), the holding company for Solera National Bank,
today announced that it has had informal discussions with Michael
Quagliano, a holder of approximately 23% of the Company's stock. As
previously disclosed, Mr. Quagliano has notified the Company that
he intends to nominate certain persons, including himself, for
election as director at the Company's 2014 annual shareholders'
meeting.
Mr. Quagliano continues to refuse to meet with representatives
of the Company in person despite the Company's offer to meet at any
time or place he chooses. However, he has recently had
telephone conversations with the Company's CEO, John P.
Carmichael. In an attempt to avoid a costly and disruptive
proxy contest, Mr. Carmichael raised the possibility in those
conversations of Mr. Quagliano receiving board representation
approximately in proportion to his ownership in the
Company. Mr. Quagliano categorically rejected any
negotiated agreement on those terms, and has instead insisted on
obtaining outright control of the Company for himself and his
nominees despite holding less than a quarter of the outstanding
stock. He has also declined to propose any transaction in
which he would acquire the remaining outstanding stock. The
Company's board of directors continues to believe that Mr.
Quagliano's stated objective to seize control of the Company, and
to do so without paying all shareholders a fair price, including a
control premium, for their stock, is not in the best interests of
the shareholders.
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 of 2007. Solera National
Bank is a community bank serving emerging businesses in Lakewood,
Colorado with five additional loan production offices in South
Denver, Boulder, Durango, north Colorado Springs and downtown
Colorado Springs. 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 visit http://www.solerabank.com.
Important Additional Information
Solera, its directors and certain of its executive officers may
be deemed to be participants in the solicitation of proxies from
Solera shareholders in connection with the matters to be considered
at the Company's 2014 annual meeting. Solera has filed a
preliminary proxy statement, and intends to file a definitive proxy
statement and WHITE proxy card, with the U.S. Securities and
Exchange Commission (the "SEC") in connection with any such
solicitation of proxies from Solera shareholders. SOLERA
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT
AND ACCOMPANYING WHITE PROXY CARD AS AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Information regarding the ownership of
Solera's directors and executive officers in Solera stock and
options is included in their SEC filings on Forms 3, 4, and 5,
which can be found through the Company's website
(www.solerabank.com) in the section "Investor Relations" or through
the SEC's website at www.sec.gov. Information can also be found in
Solera's other SEC filings, including the preliminary proxy
statement for the 2014 annual meeting and the Annual Report on Form
10-K for the year ended December 31, 2013. More detailed and
updated information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, is and will be in the proxy statement and
other materials to be filed with the SEC in connection with the
annual meeting. Shareholders will be able to obtain the proxy
statement, any amendments or supplements to the proxy statement and
other documents filed by Solera with the SEC for no charge at the
SEC's website at www.sec.gov. Copies will also be available at no
charge at Solera's website at www.solerabank.com, or by calling
Solera's proxy solicitor, Alliance Advisors, LLC, toll free at
(855) 737-3177.
CONTACT: SOLERA NATIONAL BANCORP, INC.
JOHN P. CARMICHAEL, PRESIDENT & CEO
(303) 937-6422
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