The dispute between Rofin-Sinar Technologies and its shareholder Silver Arrow Capital Advisors continues. Silver arrow has responded to a letter Rofin released in January, in which it rejected two of three members that Silver Arrow wanted to add to Rofin’s board of directors.
In the letter posted on its website, Silver Arrow urges stockholders to vote for SilverArrow’s proposals to elect members to Rofin’s board.
Investment firm Silver Arrow, which owns nine per cent of Rofin, released an open letter in October 2015 criticising Rofin’s management strategy as a reason for what Silver Arrow felt was underperformance in Rofin’s stock over the past five years.
Silver Arrow intended to nominate three individuals for election to the Rofin board of directors at the 2016 Rofin annual meeting of shareholders. These would replace three of Rofin’s directors standing for re-election.
In January, Rofin issued a letter in response, offering to appoint one of Silver Arrow’s three proposed candidates, Gebhard Rainer, but rejecting the other two candidates.
In the letter to shareholders, Rofin stated that one of Silver Arrow’s candidates would be unsuitable for appointment to the board because of ‘a lack of any meaningful business experience’, while the other proposed nominee had ‘a questionable track record of focusing on short-term results at the expense of sustainable value creation, and an unwillingness to provide requested professional references from his prior employers’.
However, in its most recent response, Silver Arrow argues that the Rofin Nominating Committee did not follow a proper process for reviewing the SilverArrow slate.
According to Silver Arrow, one of the two candidates rejected by Rofin, Thomas Limberger, ‘has a track record of creating stockholder value’, and the other, Jordan Kovler, is a ‘frequent speaker and thought leader in the field, having presented on numerous expert panels and written or co-authored many articles and presentations.’
Rofin appointed Jenifer Bunis to the company’s board of directors in December 2015. Bunis has 30 years experience in the laser industry, working for Synrad for 20 years and, most recently, serving as vice president of business development for Laser Mechanisms, a firm supplying laser beam delivery components. The appointment of Bunis, whose term will expire in 2018, expands the Rofin board of directors to eight members.
Silver Arrow then responded saying the investment firm was ‘extremely disappointed’ that Bunis had been added to the board of directors.
In January’s response, Rofin stated that Silver Arrow responded to the laser company’s settlement offer ‘with a series of demands, legal threats and a “take-it-or-leave-it” offer that demonstrates that it [Silver Arrow] has no interest in reaching a mutually acceptable settlement’.
However, Rofin added that it has not withdrawn its settlement offer and remains open to reasonable settlement discussions with Silver Arrow.