I think the reason for the phone calls to solicit the proxy is either the option plan or to drop the Pennsylvania takeover condition.
It could be the options ... that was the reason for ASYT's soliciting proxies a few months ago. I haven't tried to compare how dilutive ASYT's option plan is: they want something like 2 M shares over a number of years, which would amount to 10% dilution.
If dropping the PA condition is the reason, I would guess that the reason is not that they are expecting anyone to take them over, but rather that they want to take over somebody else and use shares of KLIC to pay for it. If you read the proxy, it explains this statute quite clearly. Basically the present rules make it very unattractive for anybody to ever own more than 20% of the shares out. That serves as a takeover defense, but it also makes it unpractical to buy another co. by issuing >20% of KLIC's shares to do it.
If shareholders vote for this proposal, it will actually *reduce* KLIC's protection against a hostile takeover, which is something you don't often see. Usually co.'s increase their protection against this. So they wouldn't be doing this for any reason related to KLIC being taken over.
I'll vote for the proposal.
If there's anything I would vote against, it would be the directors other than Scott Kulicke and Emerick. All the others have either zero shares that they own outright, or they have no useful experience (two of 'em run clothing retail stores, for crying out loud), or both. Unfortunately these useless directors whose interests are not aligned with shareholders are not up for re-election this year. |
