User-Friendly urges Rand stockholders to vote against East transaction
User-Friendly Phone Book, the largest shareholder of Rand Capital Corporation, owning 1,455,993 shares or 23.0% of the Company, announced that it had filed its definitive proxy and an open letter to fellow shareholders urging them to vote AGAINST the proposed transaction with East Asset Management. The letter read in part, "We are leading an initiative to stop Rand from giving away control the Company in the proposed transaction with East Asset Management for far too little money. If the Board proceeds with the East transaction and declares the proposed dividend, it will COST YOU MONEY and ownership, as we describe below. The cash limitation on the Special Dividend could require you to pay your resulting tax with YOUR OWN money. The Special Dividend also will further dilute your ownership in Rand...We are extremely disappointed that Rand's board of directors has chosen to move forward with such a transaction and we urge you to VOTE AGAINST all of the proposals to be voted upon at the Special Meeting because we believe the transaction is bad for shareholders for the following reasons: INADEQUATE PRICE: East's $3.00 per share acquisition price represents an approximately 41% discount to the Company's stated net asset value of $5.06 per share as of March 31, 2019. This is in spite of the fact that East will gain a controlling interest, for which acquirers typically must pay a premium. GREATER RETURN UPON LIQUIDATION: put another way, Rand shareholders would receive an approximately 69% greater return, relative to East's $3.00 per share acquisition price, if Rand simply sold off its assets for their NAV of $5.06 per share, as recent transactions by the Company prove can be done. SUBSTANTIAL DILUTION: current shareholders' investment in Rand will be diluted by approximately 24% as a result of the East transaction, reducing the NAV per share by $1.24 to $3.82 per share. At the same time, East will see the NAV of their investment increase 82 cents per share, or 27%. This significant transfer of wealth from current shareholders to East has been approved by Rand management. POTENTIAL TAX CONSEQUENCES: there is no assurance that Rand will declare the Special Dividend, and if it does declare the Special Dividend, the Special Dividend may not include sufficient cash to provide shareholders with the ability to fully satisfy the resulting tax obligation. CONFLICTS OF INTEREST: the Adviser's fee structure under the proposed Investment Management Agreement misaligns the interests of the Adviser and the Company's shareholders. QUESTIONABLE VALUATIONS: there is no credible support that the value of the assets to be contributed by East, which comprise 52.4% of the aggregate consideration to be received by Rand, have been accurately measured. Please remember, you are not getting paid anything for your shares if the transaction is approved, but you will be selling control of the Company...As outlined above, our opinion is clear that the proposed transaction gives away control of the Company without getting paid adequately, shareholders are not being compensated adequately and the East transaction is not in the best interests of shareholders and should not be approved at the Special Meeting. We are disappointed that Rand's management and Board have chosen to move forward with such an inadequate transaction. It appears to us that the Board abrogated its duty to Rand's shareholders by agreeing to a deal that is favorable to East at the expense of the current shareholders.