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| [May 09, 2019] |
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User-Friendly Phone Book Highlights the Fact That ISS Recommended Rand Capital Shareholders Vote Against All Rand Capital Directors
User-Friendly Phone (News - Alert) Book, LLC ("User-Friendly"), the largest shareholder
of Rand Capital Corporation ("Rand" or the "Company") (NASDAQ:RAND)
owning 1,455,993 shares or approximately 23.0% of the Company, today
highlighted the fact that a leading independent proxy advisory firm,
Institutional Shareholder Services ("ISS") recommended in 2017 that Rand
shareholders vote against all of the current directors of the company.
User-Friendly is urging Rand shareholders to vote AGAINST Rand's
proposed transaction with East Asset Management, LLC ("East") using the
WHITE proxy card at the special meeting of shareholders scheduled to
take place on May 16, 2019.
In the 2017 report, ISS's key takeaway was*:
"The board unilaterally amended the company bylaws which, among other
things, removed the shareholder right to call a special meeting and to
remove a director with or without a cause."
User-Friendly believes this is a clear act to restrain shareholder
rights, and maintain uncontested Board representation.
Bruce Howard, Chief Executive Officer of User-Friendly, said, "On the
heels of such a damning recommendation from ISS, Rand, after diminishing
shareholder rights and democracy, entered into a transaction that gives
away control of the company at a severe discount to net asset value. We
believe this is a sweetheart deal for East Asset Management and a
disaster for Rand shareholders. In our view, the only available option
for shareholders is to vote against the East transaction and demand a
full review of strategic alternatives that could result in a better and
fairer transaction with Eat or another party, or the full liquidation
of the Rand portfolio."
Howard added, "The time to act is now. We urge all Rand shareholders to
vote against the East transaction on the WHITE proxy today."
DON'T GIVE UP CONTROL OF RAND FOR INADEQUATE CONSIDERATION
PLEASE VOTE "AGAINST" ALL PROPOSALS ON (News - Alert)
THE ENCLOSED WHITE PROXY CARD TODAY.
DISCARD ANY CARD YOU RECEIVE FROM RAND.
We appreciate your support, and if you need assistance or have any
questions, please call our proxy solicitor, MacKenzie Partners, Inc.,
toll-free at (800) 322-2885 or (212) 929-5500 or by email to [email protected].
*Permission to use quotations neither sought nor obtained.
CERTAIN INFORMATION CONCERNING THE PARTICIPANT
User-Friendly Phone Book, LLC ("User-Friendly") is the sole participant
in this solicitation. User-Friendly has filed a definitive proxy
statement with the Securities and Exchange Commission ("SEC (News - Alert)") consisting
of a proxy statement and accompanying WHITE proxy card to be used to
solicit proxies to vote against the proposed transaction with East Asset
Management, LLC at the Special Meeting of Stockholders of Rand Capital
Corporation (the "Company") scheduled to be held on May 16, 2019.
USER-FRIENDLY STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY
MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, USER-FRIENDLY WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
USER-FRIENDLY'S PROXY SOLICITOR, MACKENZIE PARTNERS, INC., TOLL-FREE AT
(800) 322-2885 or (212) 929-5500.
As of the date hereof, User-Friendly owns 1,455,993 shares of common
stock of the Company, representing approximately 23.0% of the issued and
outstanding shares of the Company.
About User-Friendly Phone Book
Operating since 1999, User Friendly Media boasts a portfolio of print,
digital and mobile marketing solutions for small business. The company's
product suite includes 35 print directories, User Friendly Apps, a
mobile app builder, User Friendly Mobile ads, a platform for serving
locally-targeted mobile ad impressions and GoLocal247.com, one of the
fastest growing local business directory websites in the country.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190509005305/en/
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