Dear Valued Shareholders:
As we have written to you in recent weeks,
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
- 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. GivingMr. 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 forMr. 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 joinedEvercel ,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 atEvercel , which includes a negligible base salary for runningEvercel . Yet he fails to mention that most of the compensation does not come fromEvercel , is based on the performance of the Company’s investments and is standard in the investment community – which is whyMr. 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
If you have any questions about voting, please call Evercel’s proxy firm,
DISCARD the Gerson BLUE proxy card so
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
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.
Investors:
info@evercel.com
or
(212) 297-0720
info@okapipartners.com
Media:
Reevemark
evercelteam@reevemark.com
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Source:
2021 GlobeNewswire, Inc., source