Consolidated-Tomoka Land Co. (NYSE MKT: CTO) (the “Company”) today
acknowledged receipt of a letter dated December 17, 2015, to the
Company’s independent directors from Wintergreen Advisors, LLC
(“Wintergreen”). The December 17 letter, which contains certain
allegations against the Company’s board of directors (the “Board”) and
management team, also had been publicly disseminated by Wintergreen.
Similar allegations from Wintergreen had previously been received
privately by the Company’s independent directors on November 13, 2015.
The Board, Company management and their legal advisors considered the
allegations contained in Wintergreen’s earlier communications at a
special meeting of the Board in November 2015 (the “Special Meeting”),
and believe that such allegations are inaccurate and without merit.
As previously announced, Wintergreen recently submitted a proposal to be
voted upon by the Company’s shareholders at the 2016 annual meeting,
requesting that the Board engage an independent advisor to evaluate a
sale of the Company or the orderly liquidation of its assets. Following
consideration of Wintergreen’s proposal, the Board, at the Special
Meeting, authorized Company management to solicit proposals from
financial advisory firms to advise the Board as to its options for
maximizing shareholder value, including the options of sale of the
Company, sale of assets or continued pursuit of the Company’s business
plan. The Board will evaluate the proposals received at its January 2016
Board meeting.
Jeffry Fuqua, chairman of the Board, stated, “The Board has been
consistently and appropriately involved in the oversight of the
Company’s management and the review of its financial disclosures. We
believe the board and management have worked together to create
significant shareholder value. Accordingly, we reiterate our full
support of our CEO, John P. Albright, our CFO Mark E. Patten, and the
Company’s management team.”
Mr. Fuqua continued, “The Company welcomes the input and perspective of
all of our shareholders and will continue to consider all shareholder
submissions. We carefully considered Wintergreen’s earlier letter, and
will give appropriate consideration to Wintergreen’s most recent
communication.”
About Consolidated-Tomoka Land Co.
Consolidated-Tomoka Land Co. is a Florida-based publicly traded real
estate company, which owns a portfolio of income investments in
diversified markets in the United States including more than 1.7 million
square feet of income properties, as well as over 10,500 acres of land
in the Daytona Beach area. Visit our website at www.ctlc.com.
We encourage you to review our most recent investor presentation, which
has been updated for Q3 2015, available on our website at www.ctlc.com.
SAFE HARBOR
Certain statements contained in this press release (other than
statements of historical fact) are forward-looking statements. Words
such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,”
“could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,”
“project,” and similar expressions and variations thereof identify
certain of such forward-looking statements, which speak only as of the
dates on which they were made. Although forward-looking statements are
made based upon management’s expectations and beliefs concerning future
developments and their potential effect upon the Company, a number of
factors could cause the Company’s actual results to differ materially
from those set forth in the forward-looking statements. Such factors may
include uncertainties associated with closing land transactions,
including our ability to obtain necessary governmental approvals or to
satisfy other closing conditions, as well as the uncertainties and risk
factors discussed in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2014 and in our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2015, each filed with the Securities and Exchange
Commission. There can be no assurance that future developments will be
in accordance with management’s expectations or that the effect of
future developments on the Company will be those anticipated by
management.
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