Camac Comments on Latest Entrenchment Efforts
by Liberated Syndication Board
New York, June 25, 2019 – As of yesterday Camac Partners, LLC (“Camac”), the investment manager of Camac Fund, LP,had received consents approaching 25% of the common stock of Liberated Syndication, Inc. (OTCQB: LSYN) (“Libsyn”), which is the threshold necessary to call a special meeting of stockholders. Camac is alarmed that, with full knowledge of the impending call of a special meeting, Libsyn’s board unilaterally purported to amend Libsyn’s bylaws to dramatically increase the quorum required at a special meeting and impose an onerous and highly unusual “advance notice” requirement in connection with annual meetings of stockholders.
“We are shocked by the blatant disregard for stockholder rights evidenced by Libsyn’s recent attempted bylaw amendments,” said Eric Shahinian, the founder and managing member of Camac. “There is no rational or legal basis for this actionother than to improperly deny stockholders the right to influence the future of their company and protect their investment. Stockholders can rest assured we will pursue every means necessary to ensure that stockholders finally have a say at Libsyn.
“We are very pleased with the response to our efforts to call a special meeting. Despite management denying us access to customary stockholder list materials, we have already received an outpouring of support. Stockholders are united in their frustration and firm in their view that change is needed.”
Continued Mr. Shahinian, “At every turn, we have found Libsyn’s board to be focused on one thing: preserving their positions and the lucrative pay associated with them. They are now well aware that they have no material independent stockholder support. Libsyn’s board must be held accountable for its legacy of bad decisions. It is time for stockholders to act before Libsyn’s board destroys more value.Join us in calling a special meetingto right these wrongs.”
Camac is committed to maximizing value for stockholders. If successful in reconstituting Libsyn’s board at the special meeting, Camac believes that it will be incumbent upon the new board to evaluate any and all legal actions seeking to rescind prior stock awards granted to the prior board members, carefully review inflated pay packages that were not properly voted or approved, and investigate any misuse of corporate funds through related party agreements or transactions, inflated expenses, or the like.
Camac reminds its fellow stockholders of the following:
| | • | | Since Libsyn’sspin-out from FAB Universal Corp., Libsyn’s board has authorized the issuance of over 10 million new shares to insiders for no financial consideration. Libsyn’sstockholders will have been diluted by 49% if these shares fully vest. |
| | • | | In 2019, Christopher J. Spencer, Libsyn’s chief executive officer, is slated to receive a $400,000 salary and an $800,000 bonus, and John Busshaus, Libsyn’s chief financial officer, is slated to receive a $350,000 salary and a $700,000 bonus.This amounts to over 59% of Libsyn’s 2018 income. |
