In response, we are taking clear actions to strengthen our near-term performance and position the Company for long-term success. As outlined on our recent first quarter earnings call, we are:
- Improving Sales. Focusing our sales efforts around those products where we have greater differentiation, such as optical products and large diameter PSS wafers;
- Reducing Costs. Implementing cost reduction initiatives to improve efficiency and increase margins and cash flow; and
- Expanding Product Reach. Completing the development of new technologies - LANCE and SapphirEX - which leverage our existing capabilities and expertise to capitalize on higher margin opportunities in the optical business.
PARAGON REFUSED TO COMPROMISEWe always value input from our investors. This is why we sought to constructively engage with Paragon's Chairman and Chief Executive Officer, Hesham M. Gad, when he approached us and demanded two board seats - one for himself and the other for Jack H. Jacobs - even in light of Paragon's minimal share ownership in the Company. The Board's Nominating and Governance Committee interviewed and thoroughly vetted both candidates, and - in order to avoid a costly and distracting proxy contest - indicated its willingness to appoint one of the proposed candidates, Mr. Jacobs, to the Board. Unfortunately, Paragon responded that it was "not enough" and insisted that Mr. Jacobs and Mr. Gad were a "package deal." OUR HIGHLY-QUALIFIED BOARD IS COMMITTED TO INCREASING STOCKHOLDER VALUE We believe Rubicon is led by strong and experienced directors who are focused on serving all of Rubicon's stockholders. We remain steadfast in our commitment to maintaining a highly qualified Board and to regularly evaluating our composition to ensure we always have the right skills to guide the Company and determine the best course of action to maximize stockholder value. At the upcoming Annual Meeting, two Rubicon nominees, Don Aquilano and Donald Caldwell, will stand for election. Together, Messrs. Aquilano and Caldwell own more than 10% of Rubicon stock, aligning their interests with those of all stockholders. In addition, they are highly qualified to serve on Rubicon's Board:
- Don N. Aquilano ( Chairman of the Board; member of Audit and Nominating and Governance Committees) As Chairman, Mr. Aquilano has been actively involved with the Company's operations and the markets we serve for many years. Most recently, Mr. Aquilano has been instrumental in guiding the Company through its management transition. Since 2000, Mr. Aquilano has served as managing director and president of Gazelle TechVentures, a venture capital fund. Also, since 2004, he has served as managing partner of Blue Chip Venture Company, and since 2010 as general partner of Allos Ventures, both venture capital funds. With extensive experience in managing venture funds, Mr. Aquilano brings financial expertise and knowledge of good governance practices to the Board. Mr. Aquilano holds a BS from the University of Arizona and an MBA from Harvard Business School.
- Donald R. Caldwell (member of Compensation and Nominating and Governance Committees) Mr. Caldwell has served as the chairman and chief executive officer of Cross Atlantic Capital Partners, Inc., a venture capital fund manager, since March 1999 when he founded the company. Prior to founding Cross Atlantic Capital Partners, Mr. Caldwell was from 1996 to 1999 president and chief operating officer and a director of Safeguard Scientifics, Inc., a holding company which provides management resources and capital. In addition, from 1994 to 2010, Mr. Caldwell served as a director of Diamond Management & Technology Consultants, Inc. He also serves as a director of a number of companies across a range of industries, including banking, investment management, specialty chemicals, and software solutions, among others. Since January 2015, Mr. Caldwell has served as chairman and chief executive officer of InsPro Technologies (formerly Health Benefits Direct Corporation), a leader in enterprise insurance policy administration systems supporting group, individual life, health, annuity and hybrid products. Mr. Caldwell brings to the Board extensive experience in corporate strategy development, corporate governance and financial expertise acquired through over 40 years of business experience. Mr. Caldwell was a CPA in the State of New York and holds a BS in accounting from Babson College and an MBA from Harvard Business School.
WE URGE YOU TO VOTE THE WHITE PROXY CARD TODAY - YOUR VOTE IS IMPORTANTWe believe the steps we are taking are the right ones to position Rubicon for the future. We are making progress on our key initiatives and remain confident in our ability to capitalize on the opportunities that lie ahead. Your Board and management team are committed to executing on our plan and regularly reviewing options to drive long-term stockholder value. Whether or not you plan to attend Rubicon's annual meeting, you have the opportunity to protect your investment by voting the WHITE proxy card for Rubicon's nominees TODAY. The Company urges you to vote today by telephone, over the Internet, or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Thank you for your continued support. Sincerely, The Board of Directors
|Your Vote Is Important, No Matter How Many Or How Few Shares You Own. If you have questions about how to vote your shares, or need additional assistance, please contact the firm assisting us in the solicitation of proxies: INNISFREE M&A INCORPORATED Stockholders Call Toll-Free: (888) 750-5834 Banks and Brokers Call Collect: (212) 750-5833 IMPORTANT We urge you NOT to sign any Blue proxy card sent to you by Paragon, as doing so will revoke your vote on the WHITE proxy card.|