BILLERICA, Mass., Feb. 7, 2013 (GLOBE NEWSWIRE) -- CSP Inc. (Nasdaq:CSPI), a provider of IT solutions, systems integration services and dense cluster computing systems, announced today that two of the U.S. leading independent proxy advisory firms, Glass, Lewis & Co. (Glass Lewis) and Institutional Shareholder Services Inc. (ISS), have recommended that shareholders vote for CSP Inc.'s director nominees at the upcoming annual meeting on the White proxy card.
In addition, late yesterday the Board of Directors of CSP Inc. received another unsolicited letter from North & Webster, LLC, which stated that it is prepared to enter into a confidentiality agreement with CSP Inc. in connection with its latest purported offer to acquire the Company. The letter specifies a number of conditions precedent to any such offer.
The Company is in the middle of an expensive, time-consuming proxy contest initiated by North & Webster. Contrary to what North & Webster states in its press release today, after our 2013 Annual Meeting has been concluded, the directors elected by CSP's stockholders will have the opportunity to prudently consider North & Webster's latest proposal.Your management and directors are committed to CSP's continued improvement in financial performance, and the creation of sustainable long-term value for CSP stockholders. The Board of Directors will remain open to stockholder ideas and suggestions about creating value for all stockholders. In its report, Glass Lewis noted, "In review of available documentation, we consider the Dissident's solicitation wholly unworthy of support by unaffiliated shareholders. From the start, it is apparent NW's unconvincing and slapdash governance argument is used as an effectively transparent veil for the Dissident's attempt to force a sale by taking control of the board. Perhaps more importantly still, absent some clear indication of malfeasance, we believe a decision as critical as initiating a process that could prospectively result in a sale of the Company is vested entirely in the board, and not, as it were, in the conflicted hands of a five-month shareholder. Based on these factors and the significant positive governance changes undertaken by the incumbent board, we believe shareholders should reject NW's solicitation at this time."