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Specialty Underwriters' Alliance, Inc. Urges Shareholders to Reject Election of Hallmark Board Slate
Monday, April 06, 2009 9:53 AM


(Source: PRNewswire)trackingCHICAGO, April 6 /PRNewswire/ -- Specialty Underwriters' Alliance, Inc. ("SUA" or the "Company") (Nasdaq: SUAI) today announced that the proxy statement for the Company's 2009 Annual Meeting is currently being distributed to stockholders, along with SUA's 2008 Annual Report and information addressing the proxy contest being waged by Hallmark Financial Services, Inc. ("Hallmark"). A copy of all the Company's proxy materials can be downloaded at http://ir.suainsurance.com/proxy.cfm.

In a letter to stockholders accompanying the proxy statement, the Company noted that Hallmark is proposing in its proxy materials to replace three of SUA's current directors with candidates selected by Hallmark. SUA's letter explains that Hallmark's nominees, if elected, would shift board representation in favor of Hallmark and thus away from the interests of all SUA stockholders.

Commenting on the proxy contest, Courtney Smith, chairman of the board, said, "Based on numerous representations by Mark Schwarz, the chief executive officer of Hallmark, we believe that Hallmark's ultimate goal is to acquire control of SUA. This is clearly not in the best interests of SUA's stockholders. If Hallmark were to acquire three board seats, a stockholder with a 9.9% stake would command more than 40% of the voting control of the company. We believe this excess representation will jeopardize the true independence of the board while furthering the interests of Hallmark."

The letter from SUA to its stockholders states, "In an effort to avoid this costly proxy contest, we approached Mr. Schwarz on March 17, 2009, and told him our board was willing to increase its size to add one of the additional directors he had proposed. We requested that Hallmark agree not to seek control of SUA for a reasonable period of time without approval of our board (which would include Hallmark's nominee)."

"Mr. Schwarz rejected this offer and, by doing so, we believe demonstrated his true motivation, which is control of SUA," said Smith.

Smith stressed, "We constantly reach out to our stockholders so that we may better understand their concerns. Our board will always seek to increase value for all of our stockholders, whether through organic growth or through a sale or merger of the company." He added, "When Hallmark proposed to buy SUA in June of 2008, the board of SUA, after extensive deliberation with SUA's legal and financial advisors, determined that the all-stock offer was inadequate and inconsistent with the company's strategic direction.

"We also take very seriously our responsibilities of corporate governance. This has been verified by RiskMetrics Group, a leading proxy advisor who rates public companies.



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