S&P 400 MidCap
15.05.2008 12:45:00
|
All Four Independent Proxy Voting Advisory Firms Recommend Against Obrem Proposals to Take Over Company at May 20 Special Meeting
Micrel, Incorporated (Nasdaq:MCRL) today reported that Proxy Governance,
Inc., an independent proxy voting advisory firm, recommends that
shareholders vote against all the proposals made by Obrem Capital
Management ("OCM”)
at the May 20, 2008 Special Meeting of Micrel shareholders. In referring
to OCM’s proposals and nominees, Proxy
Governance stated in its report: "This proxy
challenge may single-handedly redefine the term "ill-advised.””
Proxy Governance joins the other independent proxy voting advisory
firms, Glass Lewis & Co, RiskMetrics and Egan-Jones, in recommending
that shareholders vote against OCM’s proposals
to take over Micrel’s Board of Directors.
Proxy Governance, Glass Lewis and Egan-Jones all recommend shareholders
use the WHITE proxy card mailed to them by Micrel to place their votes
and that shareholders should not
vote the Gold proxy card provided by OCM.
In its report, Proxy Governance also stated:
"For a company with a non-zero probability
of continuing on a stand-alone basis, the dissident slate is
underwhelming: two former industry executives with sales and
distribution experience, four investment analysts or managers, and no
one with operational experience in the company’s
primary business of semiconductor R&D, design and manufacturing. Four
of the nominees have no prior public board experience, making the
remaining two nominees – each, according to
the dissident proxy, with one public board directorship under his belt –
comparatively awash with experience.” "Shareholders, understandably, may feel they’ve
been offered no choice at all: electing a new board so heavily
committed to a sale, led by a core group of newly-minted investment
managers so unprepared for other possible outcomes, may be the surest
recipe for a fire sale of the company.” "In adopting the pill, we believe the board
acted to protect shareholder interests from what it perceived to be a
specific threat. Because the defensive measure has a limited duration
and will not preclude a negotiated strategic transaction, we are
unconvinced the proposal to repeal the rights plan is in the best
interests of shareholders.”
Commenting on the Proxy Governance report, the Company said, "We
appreciate Proxy Governance’s full support of
our position on OCM’s attempt to take over
Micrel and force a sale of the company during the most challenging
market conditions the industry has seen in years. It echoes support we
are hearing from large shareholders. We look forward to the May 20th
vote so we can focus 100% on the business and creating value for all
shareholders."
About Micrel, Incorporated
Micrel, Incorporated is a leading global manufacturer of IC solutions
for the worldwide analog, Ethernet and high bandwidth markets. The
Company's products include advanced mixed-signal, analog and power
semiconductors; high performance communication, clock management,
Ethernet switch and physical layer transceiver ICs. Company customers
include leading manufacturers of enterprise, consumer, industrial,
mobile, telecommunications, automotive, and computer products.
Corporation headquarters and state-of-the-art wafer fabrication
facilities are located in San Jose, California with regional sales and
support offices and advanced technology design centers situated
throughout the Americas, Europe and Asia. In addition, the Company
maintains an extensive network of distributors and reps worldwide. Web: http://www.micrel.com.
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