Voce Capital Management LLC (“Voce”) made the following statement today
relating to the pending proxy contest with CONMED Corporation (“ConMed”
or the “Company”) (Nasdaq:CNMD):
In the interest of constructive compromise, yesterday Voce offered to
withdraw its proxy solicitation if the Board would appoint two of Voce’s
independent nominees to the Board: James W. Green, the President and
CEO, and a director, of Analogic (Nasdaq:ALOG) and Joshua H. Levine, the
President and CEO, and a director, of Accuray (Nasdaq:ARAY). Neither Mr.
Green nor Mr. Levine has any ties or affiliations with Voce and both are
outstanding, highly experienced CEOs of publicly-traded medical device
companies. Yet the Board wouldn’t even respond to Voce’s proposal.
Voce notes that it has previously reduced its slate from five nominees
to three to reflect the evolution of the Board in recent months and to
selectively address ConMed’s most pressing needs. As such, Voce believes
its offer to accept the appointment of two independent directors is both
reasonable and reflective of a significant compromise on Voce’s part.
J. Daniel Plants, Voce’s Managing Partner, said: “The Board’s
unwillingness to accept our proposal is further evidence that its ploy
to appear responsive is not credible. If ConMed truly means what it says
about avoiding a contested election and focusing exclusively on the
interests of shareholders, it should put aside its petty grievances with
us and appoint Messrs. Green and Levine to the Board.”
Ironically, despite its contrary actions, the Board simultaneously
continues to assert that it “offered settlement negotiations to Voce
five months ago,” which Voce categorically denies – again. The Board has
made only one proposal, in July 2014, which Voce attempted to negotiate
in good faith. The Board rejected out of hand Voce’s attempt to engage
with the Board, insisting that its initial proposal was “best and final”
and “not negotiable.” Further, the Board issued an ultimatum that if
Voce didn’t accept it ConMed would “move forward with a contested
shareholder meeting.” The Board’s repeated references to its unrequited
desire to work “constructively” with Voce cannot be taken seriously in
our view given the Board’s prior behavior, unreliable account of events
and failure to accept Voce’s latest settlement offer.
The Board recently filed a presentation rife with other misleading and
inaccurate information, which is rebutted in a separate presentation to
be filed by Voce today with the SEC.
Mr. Plants concluded: “We have made two reasonable proposals in an
effort to resolve matters short of a proxy contest, and the ‘new’ ConMed
Board has now refused them both while propagating the false narrative
that they wish to engage and compromise, if only Voce would reciprocate.
The Board’s intransigence illustrates why further changes are still
needed at ConMed.”
Voce encourages its fellow shareholders to execute and return the WHITE
proxy card. In addition to Messrs. Green and Levine, Voce’s third
nominee is J. Daniel Plants, Managing Partner of Voce and a former
investment banking executive at Goldman Sachs and JPMorgan.
About Voce Capital Management
Voce Capital Management LLC (“Voce”) is an employee-owned investment
manager and the advisor to Voce Catalyst Partners LP, a private
investment partnership. Voce employs a value-driven, governance-focused
investment strategy and is based in San Francisco, California.
VOCE CATALYST PARTNERS LP, VOCE CAPITAL LLC, VOCE CAPITAL MANAGEMENT LLC
AND J. DANIEL PLANTS (COLLECTIVELY, “VOCE”) HAVE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE PROXY
STATEMENT AND ACCOMPANYING PROXY CARD TO BE USED IN CONNECTION WITH THE
SOLICITATION OF PROXIES FROM STOCKHOLDERS OF CONMED CORPORATION (THE
"COMPANY") IN CONNECTION WITH THE COMPANY'S 2014 ANNUAL MEETING OF
STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE
SOLICITATION OF PROXIES BY VOCE, JAMES W. GREEN AND JOSHUA H. LEVINE
(COLLECTIVELY, THE "PARTICIPANTS") BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE
PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY
CARD HAVE BEEN OR WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S
STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT
NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, GEORGESON INC., VOCE'S PROXY SOLICITOR, WILL PROVIDE COPIES
OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT
CHARGE UPON REQUEST BY CALLING TOLL-FREE AT (800) 905-7281.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE
PROXY STATEMENT ON SCHEDULE 14A FILED BY VOCE WITH THE SEC ON AUGUST 14,
2014. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES
INDICATED ABOVE.
Copyright Business Wire 2014