Interesting news release
ISG Technologies Inc - News Release
Quorum issues dissident's proxy circular to ISG shareholders; ISG
confident of support
ISG Technologies Inc ISO
Shares issued 12,579,937 Dec 3 close $2.50
Tue 3 Dec 96 News Release
See Quorum Growth Inc (QI) News Release
Ms Wanda Dorosz reports
Quorum, a long-time shareholder of ISG Technologies, is, and has been,
concerned and frustrated with the lack of focus of ISG's management, and
the lack of direction of ISG, which has resulted in continuing losses and a
substantial and continuing decline in stock price. Quorum has expressed its
dissatisfaction by issuing a dissident's proxy circular to ISG shareholders
for use in soliciting proxies to be used at the annual meeting of
shareholders of ISG. The purpose of the solicitation is to elect a new
slate of seasoned and experienced directors who, if elected, will be
chaired by the former premier of Ontario, Mr David Peterson. This proposed
board of directors will be committed to a course of remedial action long
overdue at ISG.
Quorum Growth is acting on behalf of its shareholders to preserve and grow
value in its investment and is pursuing this course of action which is
consistent with the best interests of ISG and its shareholders.
Ms Nicole Filiatrault of ISG reports
ISG has been advised by Quorum, a 7.4% minority shareholder, that Quorum
has mailed a dissident proxy circular to be used at the annual meeting of
shareholders of ISG to be held in late December.
ISG is confident that the company's slate of independent directors has the
support not only of ISG shareholders, but also its customers and employees.
The ISG slate of directors includes new nominees Mr William Blundell,
chairman of the board, Manulife Financial and former chairman and CEO of
General Electric Canada; Mr Duff Scott, president, Multibank Financial
Corp, former chairman of the board of governors of the TSE and former
director, Alias Research; and Mr W.L. Stapleton, partner, Chancellor
partners, a highly regarded and experienced management consultant who has
managed several emerging companies. Also being nominated for re-election
are Mr W.A. Breukelman, chairman and principal, Executronics and former
chairman, Imax Corp; Mr Richard Lockie, senior vice-president, MDS Health
Ventures Capital Corp; Mr Paul Echenberg, managing director, Benvest
Capital and director E-Z-EM, a diagnostic imaging company in the US; and Mr
Michael M. Greenberg, chairman and CEO of ISG.
ISG did not nominate any Quorum representatives on its board for
re-election. Quorum has historically held a disproportionately large number
of seats on the board of ISG and has used this position to attempt to
direct policy and actions. Quorum's proposals have been increasingly
opposed by ISG and the independent directors as not representing the best
interests of all shareholders. This has led to an unacceptable level of
divisiveness on the board and has not helped create shareholder value.
Quorum first advised ISG of its intention to issue a dissident proxy
circular in conjunction with an offer made by Quorum and two former senior
executives of ISG to acquire a significant division of ISG, essentially in
exchange for the shares of ISG owned directly or indirectly by Quorum.
Based upon the advice of ISG's financial advisers, Yorkton Securities, ISG
rejected the offer as inadequate and unfair. ISG does not believe that it
is appropriate to selectively prefer one shareholder such as Quorum over
the interests of all shareholders.
Michael M. Greenberg, chairman and CEO of ISG is confident that ISG will
succeed. ISG has a strong business plan to create and maintain value for
all shareholders and the improvement in 1996 performance attests to this.
ISG has begun instituting changes and cost controls to accelerate
improvement. ISG expects to keep the confidence and the votes of its
shareholders.
(c) Copyright 1996 Canjex Publishing Ltd. canada-stockwatch.com
ISG Technologies Inc - In the News
Post says showdown heats up with Quorum
ISG Technologies Inc ISO
Shares issued 12,579,937 Dec 3 close $2.50
Wed 4 Dec 96 In the News
The Financial Post reports in its Wednesday edition that Quorum Growth is
making a play for control of troubled ISG Technologies, asking shareholders
to replace directors with its own cast, headed for former Ontario premier
David Peterson. Reporter Jennifer Lanthier says the move comes less than a
week after ISG, a Toronto-based maker of medical imaging software, issued a
circular revealing its slate of directors, which shut out Quorum nominees.
It also comes less than one month after two deposed ISG executives, backed
by Quorum, tried to buy key elements of ISG's technology in exchange for
all of Quorum's ISG shares. ISG rejected the bid as "inadequate and
unfair." With the two factions scrambling for proxies, ISG's December 23
annual meeting may resemble a political convention. Shareholders are being
asked to choose not only between directors and chief executives, but also
between visions. Quorum, a Toronto-based technology investment fund, says
it has been concerned and frustrated with the lack of focus of ISG
management.
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