Recommend CONMED Shareholders "Do Not Vote" For Any of the Voce Nominees
Commenting on the ISS and Egan-Jones reports, CONMED issued the following statement:
We are pleased that ISS and Egan-Jones support the election of ALL of CONMED's highly qualified and experienced director nominees. These recommendations reinforce our belief that CONMED has the right Board in place to oversee the continued development and execution of CONMED's strategic plan to grow revenues and margins and improve CONMED's operating performance. As a result of a process that began in late 2012, CONMED has implemented sweeping changes that have resulted in a reconstituted Board, a number of other meaningful governance changes and a new interim CEO. We strongly urge our shareholders to join ISS in supporting CONMED's Board as we seek to create long-term shareholder value.
In its August 28, 2014 report, ISS statedi:
• "…the dissidents have not made a compelling case that additional change at the board level is warranted."
• "…this board undertook the arduous process not only of replacing nearly all the incumbents within the past year – five of the eight management nominees were not on the board a year ago – but also of easing the founder and his son, who as Chairman and as CEO certainly had direct roles in the company's strategic and governance decisions, and fairly direct responsibility for its operating results – out of those roles and then off the board entirely. Neither of these tasks is accomplished from outside the boardroom: a proxy contest, after all, is entirely about gaining influence within the boardroom, in the belief that is where the true authority to drive necessary change originates. In this regard, it may be significant that Mandia—the longest serving of the management nominees— also chaired the
• "A nominee's skills and experience are generally more relevant criteria for assessing his candidacy than the percentage of shares he beneficially owns. When as here, however, there is no obvious shortcoming in the targeted nominee that is not shared in apparently equal measure by the proposed replacement, it may be worth considering that the degree of exposure to bad board stewardship—Lande's fund holds about ten times the number of shares the dissidents hold—is not a bad fallback criterion."
We believe that support for voting the Management ballot is merited and that voting the management ballot (GOLD PROXY CARD) is in the best interest of the Company and its shareholders. In arriving at that conclusion, we have considered the following factors:
1. Our belief that the various, major governance changes implemented since
2. Our belief that recently appointed Interim CEO
3. Our belief that the Company is to be applauded on having conducted a six-month study of strategic alternatives, including business combinations and including outreach to potential financial and strategic counterparties, with the assistance of investment bankers
4. Our belief that the dissidents have failed to make a persuasive case that their joining the board would result in the enhancement of shareholder value.
CONMED shareholders are reminded that their vote is extremely important, no matter how many or how few shares they own. The CONMED Board strongly urges shareholders to protect the value of their investment in CONMED by following the ISS and Egan-Jones recommendations, and voting on the GOLD proxy card "FOR" ALL of CONMED's experienced and highly qualified director nominees:
1 Permission to use quotations was neither sought nor obtained.
SHAREHOLDERS' VOTES ARE IMPORTANT!
To ensure that voting instructions are received timely, CONMED urges shareholders to
submit their proxy by telephone or Internet by following the easy instructions on the
GOLD proxy card.
If shareholders have questions or need assistance in voting their shares,
please contact CONMED's proxy solicitor:
INNISFREE M&A INCORPORATED
Shareholders May Call Toll Free at (888) 750-5834
Banks and Brokers May Call Collect at (212) 750-5833
Please do NOT execute any WHITE proxy card received from Voce,
as it could revoke any previous proxy submitted using the GOLD proxy card.
Only the latest-dated proxy counts.
CONMED is a medical technology company with an emphasis on surgical devices and equipment for minimally invasive procedures. The Company's products are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery and gastroenterology. Headquartered in
Forward Looking Information
This press release contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company's performance on a going-forward basis. The forward-looking statements in this press release involve risks and uncertainties which could cause actual results, performance or trends, to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management's expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of any one or more of the assumptions stated above, to prove to be correct; (ii) the risks relating to forward-looking statements discussed in the Company's Annual Report on Form 10-K for the fiscal year ended
Important Additional Information and Where to Find It
The Company has filed a proxy statement on Schedule 14A and other relevant documents with the
Certain Information Regarding Participants in Solicitation
The Company, its directors, its executive officers and its nominees for election as directors may be deemed participants in the solicitation of proxies from shareholders in connection with the matters to be considered at the Company's 2014 Annual Meeting. Information regarding the persons who may, under the rules of the
CONMED Corporation Robert ShallishChief Financial Officer 315-624-3206 Joele Frank, Wilkinson Brimmer Katcher Andy Brimmer/ Jamie Moser212-355-4449