ISS Supports Both Clover Nominees To Replace Hampden Bancorp’s Incumbent Directors

Clover Partners, the general partner of MHC Mutual Conversion Fund, L.P., is pleased to announce that Institutional Shareholder Services Inc. ("ISS"), an influential and leading proxy advisory firm, has chosen to support both Mr. Base and Mr. Guerry for election to the Board of Directors of Hampden Bancorp (NASDAQ:HBNK).

In its report published on Oct. 17, 2014, ISS concurs with many of the concerns cited by Clover in its proxy statement and subsequent letter to shareholders.

Regarding Hampden’s share price performance, ISS notes: “the impact on and run-up in the company's stock price on Oct. 22, 2013, when ISS recommended to shareholders to vote for the dissident nominees in last year's proxy contest – and the subsequent decline in total shareholder return when the company's nominees were re-elected in November – appears to demonstrate the positive impact of the dissident's campaign on the stock price.”

ISS further added: “ ….Given the lack of compelling improvements in the key performance metrics, it is not unreasonable for shareholders to assume that some of the recent performance was driven once again by the dissident's call to elect its nominees rather than improving operations.”

ISS also found Hampden’s disclosure on strategic alternatives lacking: “In response to the 2012 shareholder proposal and last year's proxy contest, management hired investment bank Sterne Agee & Leach Inc. to explore strategic opportunities. However, to date, the company has not updated shareholders on any progress made towards pursuing a strategic opportunity.”

Regarding Clover nominees ISS commented: “ The complementary skills and experience of dissident nominees Base and Guerry appear suited to address the company's performance and strategic decision-making issues which we believe are the fundamental issues facing the board.

Lastly, ISS concluded by noting: “In light of the company's operational and stock underperformance that only recently appeared to have improved after the dissident's campaign, as well as the board's failure to immediately act on a shareholder proposal that received support from a majority of its shareholders, the dissidents have made a case that increased board oversight is warranted.”

Please sign, date and return the WHITE proxy card TODAY by mailing it in the enclosed pre-addressed, stamped envelope, or follow the instructions on the enclosed WHITE proxy card to vote by Internet or telephone.

YOUR VOTE IS IMPORTANT. No matter how many shares you may own, we encourage you to make your shares count by making an informed vote. If you have any questions or need any assistance voting your shares, please contact Alliance Advisors, the proxy firm assisting us in this matter, toll-free at 1-877-777-5216.

Thank you for your support.

Sincerely,

Please also feel free to call or email MHC Mutual Conversion Fund, L.P. or our proxy advisor at the following:

Johnny Guerry
Clover Partners LP
100 Crescent Court Suite 575
Dallas, Texas 75201
(214) 273 5200
(214) 273 5199 (fax)

JGuerry@cloverpartners.com
 

Alliance Advisors, LLC
Peter J. Casey, 973-873-7710
Executive Vice President

pcasey@allianceadvisorsllc.com

* Permission was neither sought nor obtained to use excerpts from the ISS report.

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