MIAMI, Sept. 30, 2021 (GLOBE NEWSWIRE) -- Evercel, Inc. [OTC Pink: EVRC] (the “Company”) today issued the following statement in response to misstatements contained in James Gerson’s latest statement to the public.
Dear Valued Shareholders:
As we have written to you in recent weeks, Evercel and its board are keenly focused on taking steps to move into the future to build shareholder value. These include significant and positive steps forward, including closing the ZAGG transaction earlier this year, moving towards a listing on the OTCQX market for greater liquidity and frequent reporting and the recently approved $20 million share repurchase program.
We continue to believe that the last thing the Company needs is a costly, distracting and disruptive proxy contest. Sadly, however, the wealthy 78-year-old former Chairman Jim Gerson, who was forced to resign from the Company, is continuing to try and drag the Company backward, issuing vindictive, mudslinging diatribes in press releases designed to distract you from the truth. We do not wish to engage in a prolonged war of words – but because your vote is important, we believe it is yet again necessary to clarify a few key points as you consider how to vote at the upcoming annual meeting:
- Mr. Gerson’s effort is motivated by his personal vendetta to gain outsized influence over Evercel after resigning as a result of his own actions. Mr. Gerson misleadingly claims his campaign is “not about Jim Gerson,” but the fact is that he is trying to change the bylaws to expand the Board so he—who owns less than 12% of Evercel’s outstanding shares—can install his long-time friends—who own a negligible number of shares—as directors and control half of your Board. Giving Mr. Gerson this sort of outsized influence would disrupt the functioning of the Board, and we believe it is likely to result in the departure of management, who would be trapped in a dysfunctional environment, leaving the Company with no path forward to source or manage new investments.
- Mr. Gerson’s resignation was not truly voluntary. Mr. Gerson had no choice but to resign to avoid a formal investigation into his conduct. All directors—other than his long-time collaborator Mr. Krantz—who were on the Board at the time of his resignation can confirm that Mr. Gerson’s version of events is pure fabrication. Mr. Gerson’s effort to pretend his departure was truly voluntary is simply untrue and exemplifies his lack of honesty and credibility.
- Mr. Gerson’s track record is one of value destruction at Evercel. It makes no sense for Mr. Gerson to ask shareholders to trust him and his friends with Evercel’s future without holding him accountable for his own track record. The fact is that before the current CEO joined Evercel, Jim Gerson oversaw the Company, and during that time Evercel’s share price decreased 59.7%, Evercel’s assets dwindled to only $18 million and Evercel’s stock was delisted.
- Mr. Gerson negotiated and approved the current CEO compensation program, which is standard in the investment community and has helped build value. Mr. Gerson now implies that there is something wrong with the way CEO compensation works at Evercel, which includes a negligible base salary for running Evercel. Yet he fails to mention that most of the compensation does not come from Evercel, is based on the performance of the Company’s investments and is standard in the investment community – which is why Mr. Gerson proposed and then approved it in the first place.
The current Board is dedicated to shareholder interests, not their own, and is excited to pursue a plan that will continue to build value. This includes maximizing the value of Evercel’s assets, pursuing new, value creating opportunities, providing more timely financial reporting, listing on the OTCQX market and returning capital to shareholders through the recently announced share repurchase program. We ask that you not derail this progress.
YOUR CHOICE IS CLEAR:
MOVE FORWARD ON A PATH OF VALUE CREATION AND SHARE PRICE INCREASES WITH CURRENT LEADERSHIP BY USING THE OFFICIAL WHITE PROXY CARD TO VOTE FOR THE BOARD’S UNOPPOSED NOMINEES.
We encourage you to only vote the WHITE Evercel proxy card and disregard any blue proxy cards sent to you by or on behalf of James D. Gerson and Richard A. Krantz (the “Stockholder Group”) via mail or email. (Please note that while they refer to themselves as the “Stockholder Group,” we believe Mr. Krantz only owns 2,000 shares.) If you have accidentally voted on the blue card, you can reverse this by submitting a later dated WHITE Evercel card – only your latest dated card will count. We urge you NOT to submit any votes using a blue proxy card. By submitting a later dated WHITE Evercel card, you will revoke your previous votes on a blue proxy card. By submitting a WHITE Evercel card, you are voting FOR the Company’s proposals and effectively voting AGAINST the Stockholder Group’s proposals presented in the blue proxy card.
If you have any questions about voting, please call Evercel’s proxy firm, Okapi Partners, at (212) 297-0720. They can answer any questions you may have and can provide accurate information about the nominees, management and the existing Board so you can confidently vote your shares. They may also contact you directly as we approach the Annual Meeting, and we encourage you to speak with them.
DISCARD the Gerson BLUE proxy card so Evercel does not revert to the value destruction of the past.
We are confident that you will be able to separate fact from fiction, and that you will vote your shares with an eye to an exciting future free of old antics.
Sincerely,
The Evercel Board of Directors1
About Evercel, Inc.
Evercel, Inc. is a holding company that brings an entrepreneurial approach to acquiring and managing businesses through a hands-on, data-driven approach as it partners with strong management teams to drive long term results. Evercel’s current portfolio companies include Printronix, ZAGG and Current Technologies.
Evercel is currently exempted from the SEC’s periodic reporting requirements, and voluntarily reports financial and other information from time to time. Evercel may change its reporting practices at any time, in its discretion and without notice. www.evercel.com
Cautionary Statement Regarding Forward-Looking Information
This press release includes "forward-looking statements" within the meaning the federal securities laws. All statements other than statements of historical facts contained in this press release, including statements regarding our plans to pursue trading of our common stock on the OTCQX, are forward-looking statements. Forward looking statements are generally delivered in the future tense and/or are preceded by words such as "may," "will," "should," "forecast,“ "projected," "could," "expect," "suggest," "believe," "estimate," "anticipate," "intend," "plan,“ or similar words, or the negatives of such terms or other variations on such terms or comparable terminology. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. Evercel cautions readers not to place undue reliance on forward-looking statements.
Investors:
info@evercel.com
or
Okapi Partners
Bruce Goldfarb/Chuck Garske/Teresa Huang
(212) 297-0720
info@okapipartners.com
Media:
Reevemark
Hugh Burns/Paul Caminiti/Jessica Engle
evercelteam@reevemark.com
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1 Mr. Krantz did not participate on the issuance of this statement.
