Proxy advisors ISS and Ethos have recommended that shareholders of Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN) reject the election of the representative of the shareholder group headed by Sentis Capital PCC ("Sentis") to the Board of Directors of Meyer Burger. ISS and Ethos therefore support the recommendation by Meyer Burger’s Board of Directors which unanimously recommended that shareholders reject the election of Mark Kerekes to the Board of Directors of Meyer Burger.
ISS and Ethos have explained their rejection of Mark Kerekes in their recommendations to Meyer Burger’s shareholders:
Proxy advisor ISS noted that Meyer Burger's Board of Directors has recently been refreshed with two (out of four) new directors. The newly constituted Board of Directors recognised the business issues and appears to have reacted appropriately to address current challenges. ISS also noted that the shareholder group around Sentis appears to support the new business model and they have not presented a sufficiently compelling case that would warrant additional changes at this time.
In its recommendation to Meyer Burger’s shareholders, proxy advisor Ethos noted that the various correspondence, explanations and public statements by both parties indicated that important disagreements remain between the Board of Directors and the shareholder group led by Sentis. With the company at a critical stage in its restructuring process, Ethos believes that the recently formed team should be given the necessary time and resources to work constructively.
"We welcome the recommendations by ISS and Ethos not to elect the representative of Sentis to the Board. We share the opinion of ISS and Ethos that no changes are currently necessary to the Board. At this point in time it is important that the management and employees of Meyer Burger can focus on implementing the new strategy in order to achieve sustainable long-term growth," said Remo Lütolf, Chairman of the Board of Directors of Meyer Burger.
The detailed explanations by the Board of Directors on the relevant agenda item are included in the invitation to the extraordinary Shareholders’ Meeting. The invitation with the agenda and motions of the Board of Directors as well as additional current information on the extraordinary Shareholders’ Meeting can be viewed at any time at www.meyerburger.com/en/aogv-2019.
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR, EXCHANGE OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF MEYER BURGER TECHNOLOGY LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.
This press release may contain “forward-looking statements”, such as guidance, expectations, plans, intentions, or strategies regarding the future. These forward-looking statements are subject to risks and uncertainties. The reader is cautioned that actual future results may differ from those expressed in or implied by the statements, which constitute projections of possible developments. All forward-looking statements included in this press release are based on data available to Meyer Burger Technology Ltd as of the date that this press release is published. The company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
ISS and Ethos have explained their rejection of Mark Kerekes in their recommendations to Meyer Burger’s shareholders:
Proxy advisor ISS noted that Meyer Burger's Board of Directors has recently been refreshed with two (out of four) new directors. The newly constituted Board of Directors recognised the business issues and appears to have reacted appropriately to address current challenges. ISS also noted that the shareholder group around Sentis appears to support the new business model and they have not presented a sufficiently compelling case that would warrant additional changes at this time.
In its recommendation to Meyer Burger’s shareholders, proxy advisor Ethos noted that the various correspondence, explanations and public statements by both parties indicated that important disagreements remain between the Board of Directors and the shareholder group led by Sentis. With the company at a critical stage in its restructuring process, Ethos believes that the recently formed team should be given the necessary time and resources to work constructively.
"We welcome the recommendations by ISS and Ethos not to elect the representative of Sentis to the Board. We share the opinion of ISS and Ethos that no changes are currently necessary to the Board. At this point in time it is important that the management and employees of Meyer Burger can focus on implementing the new strategy in order to achieve sustainable long-term growth," said Remo Lütolf, Chairman of the Board of Directors of Meyer Burger.
The detailed explanations by the Board of Directors on the relevant agenda item are included in the invitation to the extraordinary Shareholders’ Meeting. The invitation with the agenda and motions of the Board of Directors as well as additional current information on the extraordinary Shareholders’ Meeting can be viewed at any time at www.meyerburger.com/en/aogv-2019.
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR, EXCHANGE OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF MEYER BURGER TECHNOLOGY LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.
This press release may contain “forward-looking statements”, such as guidance, expectations, plans, intentions, or strategies regarding the future. These forward-looking statements are subject to risks and uncertainties. The reader is cautioned that actual future results may differ from those expressed in or implied by the statements, which constitute projections of possible developments. All forward-looking statements included in this press release are based on data available to Meyer Burger Technology Ltd as of the date that this press release is published. The company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
