User-Friendly to Nominate Directors, Committed to Complete Review of
Strategic Options Including Value-Maximizing Liquidation
Reminds Shareholders to Vote “AGAINST” All Proposals in the WHITE
Proxy Card Today
Questions? Need help? Contact MacKenzie Partners at 1 (800) 322-2885
or at [email protected]
THE WOODLANDS, Texas–(BUSINESS WIRE)–User-Friendly Phone 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
committed to push for positive change at Rand on behalf of all
shareholders. Upon shareholders rejecting the flawed take-over by East
Asset Management, LLC (“East”), which would give away control of the
Company at a 41% discount to the Company’s net asset value,
User-Friendly intends to take actions to effect significant change in
Rand’s board of directors, including proposing its own slate of
directors and, if necessary, demanding the Company to call a special
meeting of shareholders for the election of directors.
User-Friendly is confident that with new, qualified and independent
directors, the Company can perform a comprehensive review of all
strategic options, leading to an outcome that yields substantially more
value for Rand shareholders than the proposed transaction with East.
User-Friendly continues to urge Rand shareholders to vote AGAINST Rand’s
proposed transaction with East using the WHITE proxy card at the special
meeting of shareholders scheduled to take place on May 16, 2019.
Bruce Howard, Chief Executive Officer of User-Friendly, said, “We
believe the proposed transaction with East Asset Management transfers
control of Rand at a substantial discount to Rand’s true value,
exploiting Rand’s poor performance under its current management and
board of directors. We have spoken with many Rand shareholders who share
our deep concern and desperately want an alternate path in order to
maximize the value of their investment. For this reason, we intend to
push for meaningful change in Rand’s board of directors once
shareholders have rejected this takeover by East.”
Howard continued, “With the new directors, the Company can pursue a
comprehensive review of all opportunities to maximize value for Rand
shareholders, including soliciting a higher offer from East or another
third-party, and an orderly liquidation of assets at or above their net
asset value. This is something we have reason to believe current
management did inadequately, despite its fiduciary duty to do so, based
on our inquiries. We also strongly believe, based on multiple recent
sales by the Company of assets at or above their reported net asset
value, that there is significant value in the Company’s portfolio that
should benefit Rand shareholders, not the owners of East Asset
DON’T GIVE UP CONTROL OF RAND FOR INADEQUATE CONSIDERATION
PLEASE VOTE “AGAINST” ALL PROPOSALS ON
THE ENCLOSED WHITE PROXY CARD TODAY.
DISCARD ANY CARD YOU RECEIVE FROM RAND.
User-Friendly appreciates 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].
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”) 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.
Paul Schulman / David Whissel
Dan Gagnier / Jeffrey Mathews