Rand Capital urges shareholders to vote for transactions tied to East investment
Rand Capital Corporation filed its definitive proxy statement with the Securities and Exchange Commission and recommends to its shareholders to vote "FOR" all five proposals set forth in the proxy statement. Rand also announced that its special meeting of shareholders to seek approval of the five proposals set forth in the proxy statement will be held on May 16, 2019. The Board of Directors published a letter, which read in part, "The Board of Directors of Rand has diligently evaluated the transactions we are proposing to shareholders, including the $25M investment by East Asset Management. We have carefully reviewed your comments and, while we very much appreciate the input of shareholders, we strongly disagree with your conclusions. We believe the transaction is in the best interest of all shareholders and enables a future that we expect will be demonstrably better than if we were to maintain the status quo. Rand's management and our financial advisor had several meetings and calls with you or your representatives over the last eight months. During that period, you or your representatives have been unable or unwilling to suggest alternatives to the East transaction that would create more value for our shareholders. By default, you are suggesting to maintain the status quo. You are incorrect in your understanding regarding the termination fee. It only applies in the event of a superior proposal, not in the event of a failed shareholders' vote. Additionally, a more thorough review of the proxy statement provides understanding on the process regarding the fair value of the contributed assets. The transactions are transformational for Rand, expected to create both near- and long-term value for shareholders, and best position Rand for future growth. We believe shareholders benefit from the following: Market Value Appreciation: The $3.00 per share purchase price by East was a 33% premium to the market price on the day prior to the announcement of the transaction. Initial Cash and Stock Dividend: The planned Special Dividend of $1.50 per share and the ability to receive a portion of the dividend in cash. Total Return Potential: The opportunity to receive an ongoing dividend consistent with the election of regulated investment company filing status with the IRS. More Efficient Financial Platform: Elimination of corporate-level income tax as a RIC; Expected reduction in operating expense ratio by externalizing management; More income producing investments with the contributed assets. Expected Improved Capital Markets Position: The $25M investment provides greater scale. We are committed to the future potential of Rand. As a demonstration of our belief, Rand's board and management, as well as East, intend to take the proposed Special Dividend in stock. We believe this is a strong indication of our confidence in the future of Rand and has the effect of increasing the amount of cash available to all other shareholders. We welcome ongoing conversation with our shareholders and reiterate our support for the transactions."