Arosa Investment Management LLC, the beneficial owner of approximately 9.9% of the shares of Datatrak International, Inc. (OTC:DTRK) that initiated a proxy contest and has now obtained the most votes at two scheduled Annual Meetings that Datatrak management has abruptly delayed, calls on Datatrak to immediately hold the 2015 Annual Meeting and calls on Chairman/CEO Larry Birch to immediately resign.
Datatrak has once again shamelessly and embarrassingly delayed its Annual Meeting at the last minute to avoid having to recognize the vote in favor of Arosa’s three director nominees. The last vote report received by Arosa showed that Arosa’s director nominees were winning the vote by at least 141,003 shares (and growing). This is an increased margin of victory from the November 11 scheduled meeting, when Arosa’s director nominees were winning the vote by at least 42,726 shares (and growing). Quite embarrassing for management, Datatrak attempted to call and hold this second meeting with little notice over the holidays in an attempt to prevent Arosa from having sufficient time to obtain votes. It did not work.
Shareholders should not be misled by any statements from Datatrak or Chairman/CEO Larry Birch stating that management “won” or that they “believed” they won. It defies logic for management to twice delay the annual meeting out of fear that shareholders had insufficient information about Arosa if management had actually won the vote. We believe that Datatrak and Chairman/CEO Larry Birch are just being dishonest.
By delaying the meeting past December 31, Datatrak has violated law by not holding an annual meeting and giving shareholders the ability to elect the company’s directors during 2015. Shareholders have had sufficient time to consider all relevant information, including management’s fraudulent campaign of misinformation against Arosa, and this second vote was returned for Arosa’s director nominees with an even greater margin of victory.
Quite astonishingly, Datatrak once again seeks to blame Arosa for documents publicly filed by Chairman/CEO Larry Birch himself. Birch filed these documents in 2013 to obtain a restraining order against his own spouse from spreading information about him. These documents were again brought into the public domain when Datatrak filed its phony lawsuit against Arosa. These documents include references to multiple, and apparently simultaneous, extramarital affairs that Birch has had with numerous women, including Datatrak’s CFO Jennifer Mabe and multiple other employees of Datatrak. Many credible sources have informed us that Larry Birch has a sordid history of using company resources to fund his aggressive and serial philandering, including with Datatrak employees. The Datatrak board conducted an internal investigation regarding these matters in 2014 with the assistance of an outside law firm. We again call on the Datatrak board to fully disclose all matters relating to this internal investigation. We believe it is quite appalling that Birch seeks to blame Arosa for his own problems, and wishes to have these problems aired in depositions, court proceedings and now as part of this campaign. We are astonished at this severe lack of judgment.
Anyone can review Arosa’s proxy materials and press releases and see that we have not paraded these details of Larry Birch’s personal behavior to shareholders. Arosa has commented on these mattes only now, when forced by Datatrak to do so in response to Datatrak’s phony witch hunt against Arosa. Ironically, we believe that Datatrak and Birch have been relying on the integrity that we have displayed in not discussing Birch’s personal behavior. We chose not to advertise Birch’s personal behavior even though we believe it involves numerous Datatrak employees and is part of Birch’s longstanding and ongoing inappropriate practices at the company.
We understand from talking with many Datatrak constituencies, including employees, customers, potential business partners and former directors and employees, that the main problem at Datatrak is Chairman/CEO Larry Birch. We believe that Datatrak’s embarrassing campaign of entrenchment has been led by Birch. We believe the decline in the company’s stock price since this proxy campaign began is the market’s reaction to Datatrak’s unprecedented and amateurish response to the campaign. We call on Larry Birch to end this shameless and desperate personal campaign of entrenchment and immediately resign.
Arosa intends to request assistance from the courts in forcing Datatrak to comply with law and finally hold its 2015 Annual Meeting of Shareholders. Arosa intends to continue to fight in whatever forum necessary to prevail for shareholders.
If you already voted our BLUE proxy card, you do not need to do anything further at this time. You can sit back for now, and the pain of this ordeal should soon end. Please disregard any proxy materials provided by Datatrak. You do not need to, and should not, vote “withhold” on Datatrak’s proxy card. Just place Datatrak’s materials where they belong--in the trash.
If you need any assistance with voting a BLUE proxy card for Arosa, please contact our proxy advisor, Alliance Advisors, toll-free at 855-737-3183.
If you would like to speak with Alex Tabatabai, the Managing Member of Arosa and one of our director nominees, regarding any of these matters, you may reach him at 312-998-8755.
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