Published: October 20, 2010
ModusLink Announces Settlement Agreement With LCV Capital Management and Raging Capital Management
WALTHAM, Mass. - (BUSINESS WIRE) - ModusLink Global Solutions(TM), Inc. (NASDAQ:
MLNK), today announced that it has reached an agreement with LCV Capital
Management, LLC, Raging Capital Management, LLC and certain of their
affiliates in connection with the Company's 2010 Annual Meeting of
Stockholders.
Under the terms of the settlement agreement, ModusLink will expand the
membership of the Company's Board of Directors, with the appointment of
Jeffrey J. Fenton as a Class III director on November 1, 2010. Mr.
Fenton is a director candidate recommended by LCV Capital Management and
Raging Capital Management, and his appointment to the Company's Board
follows a review process led by members of ModusLink's Nominating and
Corporate Governance Committee. Mr. Fenton brings significant finance,
international business and leadership experience having served as a
senior advisor at a leading private investment firm as well as chief
executive officer of a major industrial company.
ModusLink will also appoint an additional independent director, Joseph
M. O'Donnell to the Company's Board of Directors on November 1, 2010.
Earlier this year, ModusLink's Nominating and Corporate Governance
Committee, with the assistance of a leading executive search firm,
conducted a nationwide search for a new independent director with the
particular skills and experience that would assist the Company in
achieving its business objectives. This process resulted in the
selection of Mr. O'Donnell, who has significant industry and public
company leadership experience with more than 30 years of management
experience in the technology, electronics and supply chain industries.
Upon appointment, Mr. O'Donnell will serve as an independent director in
Class II of ModusLink's Board of Directors. Mr. O'Donnell will also be
nominated for re-election at the Company's 2010 Annual Meeting. Anthony
Bay, who has served as a director of the Company since September 2002,
will not stand for re-election. With the appointments announced today
and following the election of the Company's three Class II nominees at
the 2010 Annual Meeting, ModusLink's Board will include eight members,
seven of whom will be independent.
As part of the settlement agreement, LCV Capital Management and Raging
Capital Management, which together beneficially own approximately 5.5%
of ModusLink's outstanding common stock, will vote their shares in
support of all three of the Board's nominees at the 2010 Annual Meeting
and will abide by certain standstill provisions.
"We are pleased that this matter has been resolved in a manner that we
believe serves the best interests of all ModusLink stockholders," said
Joseph C. Lawler, Chairman, President and Chief Executive Officer.
"ModusLink's Board and management team are committed to strong corporate
governance, and we recognize the importance of bringing fresh and
diverse perspectives to the boardroom, as evidenced by our own director
search undertaken earlier this year. We look forward to working with our
new directors as we continue to build upon ModusLink's leadership
position as a provider of global supply chain management services."
As part of the settlement agreement, ModusLink will also increase its
current capital distribution program to $40 million to return excess
cash to stockholders. Since early fiscal 2008, ModusLink has returned in
excess of $55 million to stockholders. A committee of the Board will be
established to evaluate the most appropriate method and timing of the
planned capital distribution and make a recommendation to the Board. Mr.
Fenton will serve as chairman of this committee. The $40 million
distribution of capital will commence in the first calendar quarter of
2011, and be funded with available cash on hand and include amounts
remaining under ModusLink's current authorized share repurchase program.
"Our on-going capital allocation activities and the planned program for
2011 are enabled by ModusLink's strong balance sheet and cash flow, and
demonstrate our ongoing commitment to enhancing value for our
stockholders. As we move forward, our Board of Directors and management
are focused on keeping our base business strong, increasing revenue
contributions from new engagements and effectively managing expenses,"
added Lawler.
On behalf of LCV Capital Management and Raging Capital Management,
William C. Martin, managing member of Raging Capital Management, stated,
"We are pleased ModusLink has committed to increase the amount of its
current capital distribution program to $40 million. We are also pleased
with the new composition of the Board. We believe Jeff Fenton and Joe
O'Donnell will prove valuable additions to the Board."
Lodovico de Visconti, managing member of LCV Capital Management,
continued, "We are satisfied with ModusLink's decision to expand its
Board and return a material portion of excess cash to stockholders. We
are pleased to have worked constructively with ModusLink towards the
shared goal of enhancing value for all stockholders."
The ModusLink 2010 Annual Meeting of Stockholders will be held on
December 8, 2010, beginning at 9:00 a.m. Eastern Time, at the
Renaissance Boston Waterfront Hotel, 606 Congress Street, Boston, MA.
The record date for determining eligibility to vote at the 2010 Annual
Meeting is October 15, 2010.
Background Information on Jeffrey J. Fenton:
Jeffrey J. Fenton has served as Principal of Devonshire Advisors LLC, an
investment advisory services firm since March 2004. From January 2007 to
April 2008, Mr. Fenton served as Senior Advisor at Cerberus Operations &
Advisory Co. LLC, a subsidiary of Cerberus Capital Management LLC, one
of the world's leading private investment firms. From June 2004 to June
2008, Mr. Fenton served as Chairman of the Board of Directors of
BlueLinx Holdings Inc. (NYSE: BXC), a leading distributor of building
products in the United States. In addition, he served as the former
President and Chief Executive Officer of Maxim Crane Works Holdings,
Inc. a major industrial company from 1999 to 2002. Prior to that time,
he held a number of positions over a 20-year career with General
Electric, culminating in the role as the Chief Executive Officer of GE
Capital Modular Space and an officer of GE Capital Corporation.
Background Information on Joseph M. O'Donnell:
Joseph M. O'Donnell has more than 30 years of management experience in
the technology, electronics and supply chain industry. Mr. O'Donnell
most recently served as Chief Executive Officer of Inmar, Inc., a
leading provider or technology-driven logistics and supply chain
software and services. Previously, he was Chairman of the Board and
Chief Executive Officer of Artesyn Technologies, Inc., a supplier of
power conversion equipment and real-time embedded computing solutions to
telecommunications equipment suppliers. Mr. O'Donnell currently serves
as a member of the Board of Directors of Comverge, Inc. (NASDAQ: COMV),
a leading provider of smart grid, demand management and energy
efficiency solutions and Comverse Technology, Inc. (Pink Sheets:
CMVT.PK), the world's leading provider of software and systems enabling
value-added services for voice, messaging, mobile Internet and mobile
advertising; converged billing and active customer management; and IP
communications. He is also a member of the University of Tennessee
School of Business Advisory Board. Mr. O'Donnell's prior board
experience includes the American Electronics Association as well as
public companies Boca Research, Cincinnati Microwave, MTS Systems,
Parametric Technology Corporation, Superior Essex Corporation and V Band.
About ModusLink Global Solutions
ModusLink Global Solutions, Inc. designs and executes global value chain
strategies to solve clients' cost, time-to-market, customer satisfaction
and revenue objectives. Our supply chain, aftermarket, e-Business and
entitlement management solutions support the end-to-end product
lifecycles of the world's leading technology and consumer goods
companies. ModusLink has more than 25 years of experience executing
complex supply chain processes such as sourcing, configuration and
fulfillment. We can manage these critical functions seamlessly with a
client's global e-Business initiative or an integrated aftermarket
program, including alternative channel recovery for at-risk inventory.
Backed by a footprint of more than 25 solution centers in 14 countries,
ModusLink clients can react quickly to shifting market dynamics
impacting value chain performance and revenues. For more information
about ModusLink's flexible, scalable and sustainable solutions, visit www.moduslink.com
or www.valueunchained.com,
the blog for value chain professionals.
ModusLink Global Solutions is a trademark of ModusLink Global Solutions,
Inc. All other company names and products are trademarks or registered
trademarks of their respective companies.
Forward-Looking Statements
This press release contains forward-looking statements, which address
a variety of subjects including, for example, the Company's intention to
return $40 million of capital to its stockholders in 2011, the projected
strength of the Company's balance sheet and cash flows to support such
program, the Company's focus on base business, increasing revenue
contributions from new engagements and managing expenses. All statements
other than statements of historical fact, including without limitation,
those with respect to the Company's goals, plans, expectations and
strategies set forth herein are forward-looking statements. The
following important factors and uncertainties, among others, could cause
actual results to differ materially from those described in these
forward-looking statements: the Company's obligation to effect the
capital distribution is subject to the existence of lawfully available
funds and fiduciary duties of the Board of Directors; the Company's
success, including its ability to meet its revenue and operating income
targets, maintain and improve its cash position, expand its operations
and revenue, sustain profitability, reach its long-term objectives and
operate optimally, depends on its ability to execute on its business
strategy and the continued and increased demand for and market
acceptance of its services; global economic conditions, especially in
the technology sector are uncertain and subject to volatility; demand
for our clients' products may decline or may not achieve the levels
anticipated by our clients; the Company's management may face strain on
managerial and operational resources as they try to oversee the expanded
operations; the Company may not be able to expand its operations in
accordance with its business strategy; the Company's cash balances may
not be sufficient to allow the Company to meet all of its business and
investment goals or to allocate cash for share repurchases; the Company
may experience difficulties integrating technologies, operations and
personnel in accordance with its business strategy; the Company derives
a significant portion of its revenue from a small number of customers
and the loss of any of those customers could significantly damage the
Company's financial condition and results of operations; risks inherent
with conducting international operations and the Company may not be able
to identify and attract qualified independent directors to augment its
Board. For a detailed discussion of cautionary statements that may
affect the Company's future results of operations and financial results,
please refer to the Company's filings with the Securities and Exchange
Commission, including the Company's most recent Annual Report on Form
10-K and Quarterly Reports on Form 10-Q. Forward-looking statements
represent management's current expectations and are inherently
uncertain. We do not undertake any obligation to update forward-looking
statements made by us.

Financial:
ModusLink Global Solutions
Robert Joyce,
781-663-5120
Director, Investor Relations
ir@moduslink.com
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