Analogic, a designer and manufacturer of medical imaging and aviation security technology, has reached an agreement with Ramius Value and Opportunity Master Fund and Ramius relating to the company’s 2010 annual meeting of stockholders.
Ramius beneficially owns approximately 4.9 per cent of Analogic’s outstanding shares.
At the Analogic 2010 annual meeting on 29 January, Analogic will nominate Dr. Burton Drayer (pictured), executive vice president for risk at The Mount Sinai Medical Center and chairman and director of Mount Sinai’s department of radiology, to stand for election as a new independent director on the Analogic board at the January 2010 annual meeting.
Drayer, who was recommended by Ramius, will fill the vacancy resulting from the previously announced departure of Analogic founder and chairman emeritus from the company’s board. It is expected that Drayer will also serve on the nominating and corporate governance committee.
Analogic will also ask the company’s shareholders to approve an increase in the size of the Analogic board from ten to 11 members. Subject to shareholder approval, Analogic will appoint a new independent director to its board by 31 March 2010. The nominating committee of Analogic’s board will identify potential director candidates, including any proposed by Ramius and other Analogic stockholders, from which the board will select one individual to appoint to the board.
As part of the settlement agreement, Analogic has also agreed to issue a Financial Pathway Statement in its earnings release for the first quarter ended 31 October 2009. The statement outlines Analogic’s strategy for driving profitability in each of the next three years, through organic measures within the company’s control, on its pathway to double-digit operating margins by fiscal year 2012.
Ramius has withdrawn its nomination of director candidates to Analogic’s board and has agreed to vote its shares in favour of each of the board’s nominees.
"We welcome open dialogue with and input from our stockholders and are pleased to have reached this agreement with Ramius, which we believe serves the best interests of all Analogic stockholders," says Jim Green, president and chief executive officer of Analogic. "Our board and management team are committed to continuing to work on behalf of all Analogic stockholders with the shared goal of enhancing value."
Mark Mitchell of Ramius says: "We are pleased to have worked constructively with Analogic with the shared goal of enhancing stockholder value. We support the company’s commitment and strategy to significantly improve profitability in each of the next three years with the goal of achieving double-digit operating margins by fiscal year 2012. We are confident that the nomination of Dr. Drayer to the board and the board’s commitment to adding another highly qualified, independent director by 31 March 2010 will serve the best interests of Analogic and its stockholders."
