Rand
Capital Corporation (Nasdaq: RAND) (“Rand” or “Rand Capital”), a
business development company, today announced that America’s leading
independent proxy advisory firm, Institutional Shareholder Services
(“ISS”), recommends that Rand’s shareholders vote “FOR” all five
proposals at the special meeting of shareholders to be held on May 16,
2019.
In endorsing this transaction, ISS cited the comprehensive review
process the Board of Directors conducted, the potential benefits of the
transaction and substantial risk of loss (to shareholder value)
if the transaction was rejected.
Erland “Erkie” Kailbourne, Chairman of the Board, commented, “We are
committed to the future potential of Rand and believe East Asset
Management’s investment of $25 million into Rand provides the best
opportunity to grow shareholder value. As a demonstration of our
commitment, the board, management and East intend to take the expected
$1.50 Special Dividend all in stock.”
In its May 3, 2019 report, ISS also noted:
“The strategic committee has been measured in its exploration of
strategic alternatives. The company’s management has consistently
stated during earnings calls and other public communications that it was
evaluating potential alternatives and was willing to consider pursuing
potential transactions. While the dissident may disagree with the
board’s conclusion the strategic committee seems to have engaged in a
comprehensive review of all alternatives before settling on the sale of
shares to East Asset Management.”
“There is also an argument to be made that the post-transaction
increased portfolio size and lower expense-to-asset ratio could lead to
improved liquidity for the RAND shares.”
“The board has evaluated liquidation as an alternative and found it
to be inferior to the East transaction because it expects the operating
costs during a liquidation would reduce the recovery to a point that is
inferior relative to the value that could be returned to shareholders
following the sale of shares to East and continuing operations.”
“….waiting and doing nothing is expensive because the costs of
remaining publicly listed and managing the portfolio are substantial
enough, at this scale, to materially impact the value that would
ultimately be returned. In light of the lack of superior alternatives,
the potential benefits from the transaction, and substantial risk of
loss if the transaction is rejected, support for the transaction is
warranted.”
“In the event that the transaction is not approved by shareholders,
shares could reasonably be expected to return to the $2.30 per share
price at which they were trading prior to the January 25, 2019
announcement. That would be a decline of approximately 20 percent
from present levels.”
Rand shareholders who have questions about the definitive proxy
statement or voting their shares should contact Alliance Advisors, LLC,
which is assisting Rand with the solicitation of proxies, toll-free at
1-844-853-0931.
About Rand Capital
Rand Capital (Nasdaq: RAND) is a Business Development Company (BDC) with
a wholly-owned subsidiary licensed by the U.S. Small Business
Administration (SBA) as a Small Business Investment Company (SBIC). Rand
currently focuses its equity investments in early or expansion stage
companies and generally lends to more mature companies. The Company
seeks investment opportunities in businesses with strong leaders who are
bringing to market new or unique products, technologies or services that
have a high potential for growth. Additional information can be found at
the Company’s website where it regularly posts information: http://www.randcapital.com/.
About East Asset Management
East Asset Management (EAM), formed in 2010, is dedicated to investing
in private & public market securities and has formed multiple investment
vehicles that provide capital to a variety of industries including
energy, media, real estate, hospitality, sports and entertainment. EAM
has developed a unique and proprietary network for sourcing investment
opportunities, including opportunities in the private credit/current
yield space, leveraging both its in-house and affiliated investment
talent and capabilities. EAM is an entity owned by Terry and Kim Pegula,
owners of Pegula Sports & Entertainment: the management company
streamlining key business areas across all Pegula family-owned sports
and entertainment properties including the Buffalo Bills, Buffalo
Sabres, Buffalo Bandits, Rochester Americans, Harborcenter, Black River
Entertainment, ADPRO Sports, PicSix Creative agency and numerous
hospitality properties.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than historical facts, including but not limited to
statements regarding the expected timing of the closing of the proposed
transactions; the ability of the parties to complete the proposed
transactions considering the various closing conditions, including
receipt of necessary shareholder approvals and approval from the U.S.
Small Business Administration (“SBA”); the intention of Rand Capital and
Rand Capital SBIC, Inc. (“Rand SBIC”) to elect to be taxed as a
regulated investment companies for U.S. federal tax purposes; the
intention to declare and pay a special cash and stock dividend after the
closing of the proposed transactions; the intention to pay a regular
cash dividend after the completion of the proposed transactions; the
expected benefits of the proposed transactions such as a lower
expense-to-asset ratio for Rand Capital, increased net investment
income, availability of additional resources, expanded access to and
sourcing platform for new investments and streamlining of operations
under the external management structure; the business strategy of
originating additional income producing investments; the competitive
ability and position of Rand Capital following completion of the
proposed transactions; and any assumptions underlying any of the
foregoing, are forward-looking statements. Forward-looking statements
concern future circumstances and results and other statements that are
not historical facts and are sometimes identified by the words “may,”
“will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,”
“anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”
“could,” “project,” “predict,” “continue,” “target” or other similar
words or expressions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove to be incorrect,
actual results may vary materially from those indicated or anticipated
by such forward-looking statements. The inclusion of such statements
should not be regarded as a representation that such plans, estimates or
expectations will be achieved. Important factors that could cause actual
results to differ materially from such plans, estimates or expectations
include, among others, (1) that one or more closing conditions to the
stock purchase may not be satisfied or waived, on a timely basis or
otherwise, including that the SBA may not approve the proposed
transactions or that the required approvals by the shareholders of Rand
Capital may not be obtained; (2) the risk that the proposed transactions
may not be completed in the time frame expected by parties, or at all;
(3) the risk that Rand Capital and/or Rand SBIC may be unable to fulfill
the conditions required in order to elect to be treated as a regulated
investment company for U.S. tax purposes; (4) uncertainty of the
expected financial performance of Rand Capital following completion of
the proposed transactions; (5) failure to realize the anticipated
benefits of the proposed transactions, including as a result of delay in
completing the proposed transactions; (6) the risk that the board of
directors of Rand Capital is unable or unwilling to declare and pay the
special cash and stock dividend or pay quarterly dividends on a going
forward basis; (7) the occurrence of any event that could give rise to
termination of the stock purchase agreement; (8) the risk that
shareholder litigation in connection with the proposed transactions may
affect the timing or occurrence of the contemplated transactions or
result in significant costs of defense, indemnification and liability;
(9) evolving legal, regulatory and tax regimes; (10) changes in general
economic and/or industry specific conditions; and (11) other risk
factors as detailed from time to time in Rand Capital’s reports filed
with the Securities and Exchange Commission (“SEC”), including Rand
Capital’s annual report on Form 10-K for the year ended December 31,
2018, later filed quarterly reports on Form 10-Q, the definitive proxy
statement for the proposed transactions and other documents filed with
the SEC. Consequently, such forward-looking statements should be
regarded as Rand Capital’s current plans, estimates and beliefs. Except
as required by applicable law, Rand Capital assumes no obligation to
update the forward-looking information contained in this release.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect
of solicitation of proxies from shareholders of Rand Capital in respect
of the proposed transactions. Rand Capital has filed the definitive
proxy statement in respect of the proposed transactions, which was first
sent or made available to shareholders on or about April 18, 2019.
INVESTORS OF RAND CAPITAL ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS AND RELATED MATTERS. Investors may obtain the definitive
proxy statement and other documents filed by Rand Capital with the SEC
from the SEC’s website at www.sec.gov
or from Rand Capital’s website at www.randcapital.com.
Investors and security holders may also obtain free copies of the
definitive proxy statement and other documents filed with the SEC from
Rand Capital by calling Investor Relations at 716-843-3908.
Participants in the Solicitation
Rand Capital and its directors, executive officers, employees and other
persons may be deemed to be participants in the solicitation of proxies
from the shareholders of Rand Capital in respect of the proposed
transactions. Information regarding the persons who may, under the rules
of the SEC, be considered participants in the solicitation of Rand
Capital shareholders in connection with the proposed transactions is set
forth in the definitive proxy statement filed with the SEC, which can be
obtained free of charge from the sources indicated above.
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