"In fact, we have made no change to our quorum requirement. Further, in the lawsuit brought by the Eberwein group to attempt to get through court action what it could not get through shareholder action, the interpretation the Eberwein group has urged for our quorum requirement was dismissed by the judge out of hand as 'extremely strained and completely inconsistent with the clear language of the bylaws.' The existing Aetrium Board is composed of disciplined and experienced individuals of high ethics and moral standards who have committed themselves to the success of Aetrium and the best interests of all the shareholders and have been doing so for years for very little compensation. Our Board's resistance to the Eberwein group's 'extremely strained' and illogical demands can hardly be termed 'troubling,' let alone 'outrageous' or 'gross violations of shareholder rights.'
"In its December 10 press release, the Eberwein group claimed in its headline 'Dissidents Win Vote by Large Margin.' About 1.1 million additional votes were posted between November 26 and December 10. Even after the Eberwein group's vitriolic and inflammatory attacks on our Board, less than half of these additional posted votes favored the Eberwein group, increasing to only 17% the Aetrium shareholders joining the Eberwein group in its bid for control. Excluding the Eberwein group, that's only 20% of our remaining shareholders favoring the group's takeover. Most importantly, even if all votes posted between November 26 and December 10 had been counted and a quorum had been reached, the Eberwein group would have nevertheless failed on both its bylaw amendment and director removal proposals.
"The Eberwein group declared in its headline on December 20 that the judge in its lawsuit had ruled that our Board's bylaw amendment on adjournment violated Minnesota law. The judge made no such ruling. The judge did conclude the group was likely to succeed on the merits on its argument regarding our bylaw amendment, but said that at the current early stage of the litigation, he 'remain[ed] convincible' that the bylaw amendment was properly adopted. We are confident that the judge will rule in our favor when and if the issue is fully aired. However, since the Eberwein group did not reserve for itself the right to adjourn the November 26 meeting, the question is moot in any event.
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