Rand Capital Corporation · NASDAQ:RAND
Rand Capital — Proxy Contest (May 2019)
10 slides from Rand Capital's proxy contest presentation, May 15, 2019
Slide 1: Opposition to Rand Capital Proposed Transaction with East Asset Management
User-Friendly Phone Book, LLC Opposition to Rand Capital Corporation (NSDAQ:RAND) Proposed Transaction with East Asset Management, LLC May 15, 2019 RAND CAPITAL SHAREHOLDERS PROTECT YOUR INVESTMENT VOTE “NO” ON THE WHITE PROXY TODAY Don’t Give Up Control of Rand for an Inadequate Price Vote AGAINST
Slide 2: Summary
Summary User-Friendly does not believe Rand shareholders are being adequately compensated for the sale of two important assets: Voting Control and Management Vehicle Control is being sold at a 41% discount to Net Asset Value (NAV) Externalizing the manager may transfer away value to be built up by a
Slide 3: History of Underperformance
Rand Board Moves Forward With Transaction Against Wishes Of Largest Shareholder HISTORY OF UNDERPERFORMANCE Rand Share Price We believe East Asset Management’s offer exploits Rand’s poor performance under Rand’s current management After destroying substantial shareholder value, can management be tru
Slide 4: East Deal Is Inadequate
Rand Board Moves Forward With Transaction Against Wishes Of Largest Shareholder EAST DEAL IS INADEQUATE East’s $3.00 per share offer price represents a ~41% discount to the reported net asset value (NAV) of your shares, $5.06 per share We believe Rand shareholders would receive a ~69% greater return
Slide 5: Direct Negative Impact on Shareholders
Rand Board Moves Forward With Transaction Against Wishes Of Largest Shareholder DIRECT NEGATIVE IMPACT ON SHAREHOLDERS TRANSFER OF VALUE We believe the East Transaction would transfer over $7.8 million in wealth from current Rand shareholders directly to the owners of East Asset Management The East
Slide 6: Questionable Decisions
Rand Board Moves Forward With Transaction Against Wishes Of Largest Shareholder QUESTIONABLE DECISIONS 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 In short, we are concerned
Slide 7: There Is a Better Path: Vote No
Rand Board Moves Forward With Transaction Against Wishes Of Largest Shareholder THERE IS A BETTER PATH: VOTE NO Rand shareholders HAVE A CHOICE and the opportunity to exercise that choice by voting against the East deal By voting against the transaction, Rand will be able to pursue a true strategic
Slide 8: A Path to Value Maximization
Rand Board Moves Forward With Transaction Against Wishes Of Largest Shareholder A PATH TO VALUE MAXIMIZATION User-Friendly has committed to PUSH FOR POSITIVE CHANGE at Rand on behalf of all shareholders, upon shareholders rejecting the flawed take-over by East Asset Management We intend to take acti
Slide 9: Examples of Asset Sales
Rand Board Moves Forward With Transaction Against Wishes Of Largest Shareholder EXAMPLES OF ASSET SALES The sale of portfolio assets has been historically at or above Net Asset Value, which is why we are so infuriated that Rand would choose to enter into a transaction that gives away control and ups
Slide 10: Protect Your Investment: Certain Information Concerning the Participant
Rand Board Moves Forward With Transaction Against Wishes Of Largest Shareholder PROTECT YOUR INVESTMENT VOTE AGAINST EAST CERTAIN INFORMATION CONCERNING THE PARTICIPANT User-Friendly Phone Book, LLC (“User-Friendly”) is the sole participant in this solicitation. User-Friendly has filed a definitive