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Case Study: Reverse Split, Retail Outreach

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Assignment and Challenges

The company was facing a vote to approve a reverse split which required an affirmative vote of majority of the outstanding shares. The company was facing a possible delisting because the stock price was in danger of falling below $1.00. With the meeting date passed and at the end of the first adjournment, the company had only 39% of the voting in favor.

The company was facing a difficult challenge with the responsiveness from shareholders. The declining stock price created an apathetic sentiment with a shareholder base largely held by retail shareholders, who are notoriously apathetic voters.

Solution

The company hired Alliance Advisors to take over the proxy solicitation from the original proxy solicitor at the onset of the 2nd adjournment period. Alliance Advisors analyzed the shareholder base and found a heavy concentration of retail shareholders, including non-US based shareholders.

Alliance Advisors designed and Retail Outreach Program that consisted of the following, but not limited to:

  • Priority mailings to the largest shareholders urging them to contact us to vote their shares.
  • Targeted calls to unvoted Non Objecting Beneficial (NOBO) shareholders urging them to vote over the phone with our operators.
  • Email messages to shareholders providing them with instructions on how to vote by email.
  • Text messages to facilitate vote by cell phone.
  • “Telegram” styled messages for international shareholders encouraging them to vote electronically.
  • Pre-recorded messages from the CEO explaining the benefits of voting FOR management’s proposals.

Results

Alliance Advisors delivered a majority of the outstanding vote by the final adjournment period. By Alliance Advisors delivering the vote on time the company did not have to undertake a costly process of a completely new shareholder meeting.

Proxy Solicitation, Retail Outreach, Reverse Split

NASDAQ Listed Biotechnology Company

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