Mitchell-Wright Technology Group, LLC Urges Art Technology Group Shareholders to Vote Against the Merger With Primus Knowledge S
2004年10月19日 - 6:22AM
PRニュース・ワイアー (英語)
Mitchell-Wright Technology Group, LLC Urges Art Technology Group
Shareholders to Vote Against the Merger With Primus Knowledge
Solutions, Inc. CINCINNATI, Oct. 18 /PRNewswire/ -- Mitchell-Wright
Technology Group, LLC ("MWTG") today called for shareholders to
choose the certainty of profits over the hope of an uncertain
merger plan. MWTG believes that the management and Board of
Directors of Art Technology Group ("ARTG") [Nasdaq: ARTG] have
failed to provide a merger plan with Primus Knowledge Solutions,
Inc. ("Primus") [Nasdaq: PKSI] that would justify increasing the
outstanding ARTG common shares by 45%. MWTG believes that the Board
and management have chosen to continue to operate the company at a
loss because they believe in the idea of being a 'large company'.
We believe the market has changed for small technology companies --
market value is driven more by profitability than by size. Instead
of focusing on profits and profitable growth, however, management
is determined to follow a plan that makes them bigger with only the
hope of generating future profits. We urge them to choose profits
over size. We encouraged the Board to produce a realistic plan that
demonstrates the value of the deal to justify the substantial
dilution that ARTG's shareholders will suffer in this transaction.
The Board rejected this concept. Since the end of September the
Board and management have been on a mission: offering shareholders
hollow promises and false hopes of new revenue growth to induce a
vote for the merger. Instead of management's promises, consider its
actions: * In the past two years, management has lost more than $40
million in cash from operations, an indication of poor cost
management. * In the last year, management has lost more than 60%
of the market value of the Company, an indication of a flawed
strategy. * In the past few weeks, management has modified its plan
three times, without offering any supporting information; AND
management's plan still does not demonstrate how the Company can
earn back the shareholder dilution from this ill-conceived merger.
What has management done to earn your trust and your vote? MWTG
believes that this transaction threatens shareholder value with an
insufficient plan to enhance value. The Company recently stated
that management believes the Primus acquisition offers the best
hope of stronger performance. How can ARTG expect its shareholders
to hang their hopes on a dilutive transaction with a failing
company to get stronger performance? Hoping the proposed merger
makes ARTG stronger is NOT good enough. Do not buy into
management's fear tactics. The most certain path to realizing
shareholder value is through profitable, independent operations.
MWTG believes the Board has allowed management to erode shareholder
value. WE BELIEVE IT IS TIME FOR SHAREHOLDERS TO PROTECT THE VALUE
OF ARTG BY VOTING AGAINST THE MERGER. WE URGE YOU TO DEMONSTRATE
YOUR OPPOSITION BY SIGNING, DATING AND RETURNING THE BLUE PROXY
CARD AS SOON AS POSSIBLE. Vote for the certainty of value in a
strong, independent ARTG by voting AGAINST the merger. Please note,
shareholders may have the ability to vote shares by telephone or
Internet. To vote by telephone, shareholders should call the toll
free number found on their voting instruction form, or call
1-800-454-8683 and enter the 12 digit Control Number found on the
right hand portion of their voting instruction form. To vote by
Internet shareholders should go to http://www.proxyvote.com/ and
follow the easy instructions provided. For more information, please
visit http://www.saveatg.com/. Mitchell-Wright Technology Group,
LLC, Mitchell-Wright, LLC, SSH partners I, LP, Arcadia Partners,
L.P., Arcadia Capital Management, LLC, James Dennedy and Richard
Rofe are participants in a solicitation of proxies from the
shareholders of Art Technology Group, Inc. for use at its special
meeting scheduled to be held on October 22, 2004. Information
relating to these participants and certain other persons who may
also be deemed to be participants in the solicitation of proxies is
contained in their proxy statement filed with the Securities and
Exchange Commission on October 8, 2004. Shareholders are advised to
read the proxy statement and the other documents related to the
solicitation of proxies by Mitchell-Wright Technology Group, LLC
and the other participants because they contain important
information. A copy of the proxy statement has been mailed to
shareholders and is currently available at no charge on the
Securities and Exchange Commission's website at
http://www.sec.gov/. In addition, you may also obtain a free copy
of the proxy statement by contacting Innisfree M&A Incorporated
toll free at (888) 750-5834 (banks and brokers call collect at
(212) 750-5833). CONTACT: Ellen Gonda Brunswick Group (212)
333-3810 DATASOURCE: Mitchell-Wright Technology Group, LLC CONTACT:
Ellen Gonda of Brunswick Group, +1-212-333-3810, for
Mitchell-Wright Technology Group, LLC Web site:
http://www.proxyvote.com/ http://www.saveatg.com/
Copyright