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Viryanet Shareholders Launch Proxy Battle
Jan 23, 2008 (08:01 AM EST)
NEW YORK and TEL AVIV, Israel, January 23 /PRNewswire-FirstCall/ -- Shareholders of ViryaNet announced today that they have requested a postponement of the Annual General Meeting of shareholders scheduled for January 31st, 2008 at 10am ET in Southborough, Massachusetts. Shareholders are asking to delay the meeting in order that the Board of Directors include additional items on the proxy statement.
The group of ViryaNet shareholders wish to revise the proxy statement as follows:
1. Disclose the number of common shares owned by Messrs. HaCohen, Morgenstern and Sanchez-Ortega and their respective affiliates;
2. In the last year, ViryaNet has issued 422,165 shares or approximately 18% of the outstanding share capital to undisclosed investors for an undisclosed amount. The proxy should be amended to disclose to whom these shares were issued and the consideration paid for these shares;
3. Termination of the employment agreement and payments to executive chairman, Mr. Samuel HaCohen, and termination of the executive office of the Chairman of the Board. Despite continuing operating and net losses by ViryaNet since 2001, Mr. HaCohen continues to enjoy a high salary and reimbursements of approximately $500,000 a year paid by the company, which cannot afford it.
4. Shareholders wish to nominate three independent and external members to the Board. These are Mr. Baruch Halpert, Mr. Asael Karfiol and Mr. Izhak Nakar, whose significant prior experience and lack of prior affiliation to the company, can be leveraged to finally create shareholder value.
The group of shareholders note that ViryaNet has lost 99% of its market value since its IPO six year ago, burning through all the cash raised and destroying almost all shareholder value. The shareholders believe that given the exceptionally low valuation of the company (trading at less than half of 2007 sales) the market clearly ascribes negative value to current management and the Board. It is therefore the intention of the shareholders to improve corporate governance, making the company more receptive to its shareholders, as well as bringing in new management which can finally lead to renewed and increased shareholder value.
Shareholders of ViryaNet that wish to support these changes to the proxy statement or interested in additional information are requested to contact Mr. Victor Halpert, at their earliest convenience.
Contact: Victor Halpert email@example.com US telephone: +1-917-602-2965 Israel telephone: +972(0)545-906-702
CONTACT: Contact: Victor Halpert, firstname.lastname@example.org, UStelephone: +1-917-602-2965, Israel telephone: +972(0)545-906-702