UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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EMS TECHNOLOGIES, INC. |
| (Name of Registrant as Specified in Its Charter) |
MMI INVESTMENTS, L.P. MMI PLUS, L.P. MCM CAPITAL MANAGEMENT, LLC CLAY B. LIFFLANDER JEROME J. LANDE THEODORE E. MARTIN SAMME L. THOMPSON CARROLL R. WETZEL, JR. |
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MMI Investments, L.P., together with the other Participants named herein (collectively, “MMI Investments”), is filing materials contained in this Schedule 14A with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the election of its slate of director nominees at the 2011 annual meeting of stockholders (the “Annual Meeting”) of EMS Technologies, Inc., a Georgia corporation (the “Company”). MMI Investments has made a definitive filing with the SEC of a proxy statement and accompanying GOLD proxy card to be used to solicit votes for the election of its slate of director nominees at the Annual Meeting.
Item 1: MMI Investments issued the following letter to the Board of Directors of the Company:
May 2, 2011
The Board of Directors
c/o William S. Jacobs, Secretary
EMS Technologies, Inc.
660 Engineering Drive
Norcross, Georgia 30092
Dear Members of the Board:
We are writing to you regarding the recent announcement by EMS Technologies, Inc. (“EMS” or the “Company”) that it has determined to initiate a formal process to explore strategic alternatives and postponed the 2011 Annual Meeting of Shareholders (the “Annual Meeting”) from May 12, 2011 until June 30, 2011. It has been seven months since we first publicly demanded that EMS undertake a strategic alternatives review process in order to maximize shareholder value. While we do not understand why it took the Board seven months and significant expense defending our election challenge over such issues (particularly given the repeated outreach to EMS by interested, qualified acquirers over many years), we are nonetheless pleased that the Board has finally reached the same conclusion.
Still we have significant concerns regarding the substance and timing of the Board’s announcement. The EMS Board’s weak track record in M&A does not give us much confidence in its ability to effectively oversee the sale process in a manner that will yield the best possible results for EMS shareholders. Moreover, we do not believe postponing the Annual Meeting in order to allow EMS to conduct and complete the sale process was necessary or appropriate. Proceeding with the Annual Meeting as originally scheduled would not have interfered with the sales process and both could have been conducted on parallel paths. We also note that the Annual Meeting was postponed to the latest possible date before EMS would have to defend in court any action by a shareholder to compel an annual meeting. We therefore question whether the postponement of the Annual Meeting under these circumstances was simply a tactic intended to entrench the Board.
Nevertheless, in the spirit of managing the sale process for success rather than convenience, we would expect the Board to implement the following procedures in conducting the process:
1) Establishment of a special committee of the Board to oversee the daily/weekly progress on behalf of shareholders, such committee to exclude insiders and be comprised of those Board members most qualified in the area of M&A;
2) Preparation of a detailed confidential memorandum describing EMS’s businesses in depth, and providing the necessary information and tax analysis to allow buyers to bid for all or part of the Company. This is particularly important given the complexity of EMS’s businesses and technologies;
3) Outreach to parties that have expressed interest in all or part of EMS as well as solicitation of prospective buyers that would make logical sense but have not yet contacted EMS or its advisors;
4) Preparation of a fully stocked physical or virtual data room to allow for complete due diligence by interested parties; and
5) Adherence to a timeframe designed to allow bidders ample time to review all relevant information and present a fully financed, non-contingent bid.
We believe a well-run, broad and comprehensive sale process conducted under the guidelines set forth above has the potential to maximize shareholder value, in turn producing a stock price well above current levels. That is why we nominated a slate of director candidates with significant career experience in the fields of investment banking and M&A, who in our view are far more likely than the incumbent Board to successfully manage this process. We are therefore hopeful that the Board will adopt our suggested strategy for conducting the process and that the Board understands that we intend to hold each director accountable for a failed process.
Sincerely,
Clay Lifflander
Cc: Kevin Brunner, BofA Merrill Lynch