CVTech Group announces that a second independent advisory services firm recommends shareholders vote "FOR" CVTech's slate of directors by completing the WHITE proxy Français
CVTECH REITERATES ITS RECOMMENDATION TO VOTE FOR THE CURRENT DIRECTORS USING THE WHITE PROXY TODAY
DRUMMONDVILLE, QC, May 24, 2012 /CNW Telbec/ - CVTech Group Inc. ("CVTech" or the "Corporation") (TSX: CVT) today announced that Institutional Shareholder Services Canada Corp. ("ISS"), a leading independent proxy advisory services firm, has issued a report recommending that the Corporation's shareholders vote in favour of the election of the directors nominated in the Corporation's circular filed on May 8, 2012, namely Jacques Joly, André Laramée, Robert Beaudoin, Serge Chiasson, André Lepage, Luc Reny, and Guy Aubert. All aforementioned directors are standing for re-election at the Corporation's Annual and Special Meeting of Shareholders on May 30, 2012.
This recommendation is the second expressed by an independent proxy advisory services firm in favour of the election of directors nominated by the Corporation; Glass Lewis & Co. having provided a similar recommendation as announced by CVTech on May 23, 2012. ISS also recommends shareholders of the Corporation do not vote for the seven directors nominated by Guy Aubert (the "Dissenting Shareholder") in a circular filed on May 14, 2012.
In recommending that shareholders vote FOR all nominees on the Corporation's WHITE proxy, ISS noted that:
- As the Dissenting Shareholder is seeking board control, ISS has not found a well-reasoned and detailed business plan (including the Dissenting Shareholder's strategic initiatives), a transition plan that describes how the change in control of the Corporation will be effected, and where management continuity may be an issue, the identification of a qualified and credible new management team.
- The plans drawn up by the Dissenting Shareholder are either similar to steps already under way at the Corporation or would take over a year to implement. For instance, the proposed sale of activities in the CVT Systems and Related Products Segment is already under way and the Dissenting Shareholder would continue that process as there are no suggested alternative buyers. An immediate and wholesale change in the Board of Directors, as proposed by the Dissenting Shareholders, will perhaps impose a heavy toll on the Corporation by way of a loss of continuity.
ISS concluded that as the Dissenting Shareholder already has an "inside" view of events and is in a position of influence at the Corporation, this is not the opportune time to enhance his role.
Accordingly, ISS recommends shareholders to complete only one proxy and vote FOR all nominees using management's WHITE proxy.
CVTech will be holding its Annual General and Special Meeting of shareholders on Wednesday May 30, 2012 at 10:30 a.m., at the Centre Sheraton Montreal, Salon Drummond, 1201 Rene-Levesque Boulevard West, Montreal, Quebec. To ensure your vote counts, proxies must be received prior to 5:00 p.m. Eastern time, on May 28, 2012 using one of the methods described on the WHITE proxy.
If you have already voted using the blue dissident shareholder proxy you have every right to change your vote as it is the later dated proxy that will be counted. Shareholders with questions or needing assistance in voting their WHITE proxy are encouraged to call CVTech's proxy solicitation agent, Georgeson, North American Toll Free Number: 1-866-909-6468, Email: [email protected]
OVERVIEW OF THE CORPORATION
CVTech is a management company operating in two sectors. Through Thirau ltée and its subsidiaries, Riggs Distler Inc. and Thirau LLC, the Corporation provides services to the electric power industry for the maintenance of transmission and distribution lines, primarily in Quebec, Ontario and the eastern United States. Another Thirau ltée subsidiary, J.J.L. Déboisement inc., specializes in control of vegetation surrounding power lines and in clearing rights of way. Thirau LLC's wholly owned subsidiary Riggs Distler & Company, Inc. is a leading provider of maintenance and construction services to the utility and heavy industrial markets. In the CVT Systems and Related Products Segment, the Corporation, through CVTech-IBC Inc., designs, manufactures and sells continuously variable power transmission systems, or CVT systems. CVTech-AAB Inc. specializes in rebuilding crankshafts and cylinders and in distributing engine parts.
FORWARD-LOOKING STATEMENTS
This document may contain forward-looking statements that reflect management's current expectations regarding future events. Forward-looking statements are based on a number of factors and include risks and uncertainties. Actual results may differ from forecast results. Management has no obligation beyond what is required under the law to update or revise forward-looking statements pursuant to new information or future events.
Further information regarding CVTech is available in the SEDAR database (www.sedar.com) and on the Corporation's website at www.cvtech.ca.
Source: CVTech Group Inc.
Contacts:
André Laramée, MBA
President and Chief Executive Officer
(819) 479-7771
[email protected]
Mario Trahan, CMA
Chief Financial Officer
(819) 479-7771
[email protected]
MaisonBrison Communications
Martin Goulet, CFA
(514) 731-0000
[email protected]
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