ATS responds to ISS recommendation
CAMBRIDGE, ON, Sept. 10 /CNW/ - ATS Automation Tooling Systems Inc. today issued the following statement in response to a recommendation issued by Institutional Shareholder Services Canada Corp. ("ISS") regarding the election of directors at the company's upcoming annual general meeting:
"We disagree with the conclusions ISS has reached in evaluating the incumbent ATS directors and the dissident slate," said Larry Tapp, Chairman of the Board of ATS.
"In its report, ISS appears to have discounted the very real achievements ATS has made over the past two years, which we believe will be reflected in the company's financial performance and market value in the near term. As recently as last month, ATS shareholders, including the dissidents, showed their confidence in the current Board and management by investing $110 million in ATS through an oversubscribed rights offering."
"The dissidents fail to provide a new vision for the future. Moreover, a wholesale change of the Board at this time will set back the company's value creation plan. It will delay the sale of the Precision Components Group. It will delay the spin out of the Photowatt solar business. And it will delay our objective of becoming a pure play automation company."
"Supporting the re-election of the ATS Board will enable the company to continue advancing its business plan and to continue to expeditiously create and deliver value to shareholders," said Mr. Tapp.
The Board of Directors urges shareholders to stop the unwarranted and counter-productive exercise initiated by two hedge funds - Goodwood Inc. and Mason Capital Management, LLC - and support ATS's value creation plan by discarding any dissident proxies and vote FOR the reelection of ATS's current directors using the management form of proxy. To ensure your vote counts, shareholders should submit their proxy using one of the methods outlined on the Management proxy form. The proxy bearing the latest date will be the one counted. Proxies must be returned no later than September 11th at 10:00 am Toronto (Eastern Standard) time.
A copy of ATS's current Annual Report and Management Information Circular for the September 13, 2007 meeting can be found on SEDAR at www.sedar.com, and at ATS's website at www.atsautomation.com. Requests for a hard copy of the Annual Report or Management Information Circular can also be made to Georgeson. For more information as well as instructions on how to vote your proxy, call Georgeson, ATS's proxy solicitor toll free at 1-888-605-7636.
ATS Automation Tooling Systems Inc. provides innovative, custom designed, built and installed manufacturing solutions to many of the world's most successful companies. Founded in 1978, ATS uses its industry-leading knowledge and global capabilities to serve the sophisticated automation systems' needs of multinational customers in industries such as healthcare, computer/electronics, automotive and consumer products. It also leverages its many years of repetitive manufacturing experience and skills to fulfill the specialized repetitive equipment manufacturing requirements of customers.
Through its Photowatt solar business, ATS participates in the growing solar energy industry and through its precision components business it produces, in high volume, precision components and subassemblies. ATS employs approximately 3,500 people at 24 manufacturing facilities in Canada, the United States, Europe, southeast Asia and China. The Company's shares are traded on the Toronto Stock Exchange under the symbol ATA. Visit the Company's website at www.atsautomation.com.
Forward Looking Statement
This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of ATS, or developments in ATS's business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. ATS cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements relate to, among other things: the impact of past achievements on future financial performance and market value; the impact of the election of the dissident nominees to ATS's board of directors on implementation of ATS's value creation strategy; and the impact of the re-election of the ATS Board on ATS's ability to advance its business plan and to create value for shareholders. The risks and uncertainties that may affect forward-looking statements include, among others: general market performance and restructuring within the North American automotive market; the receipt of all necessary approvals and advance tax ruling relating to the Spin Out; the state of the capital markets; foreign currency and exchange risk; strength of the Canadian dollar; performance of the market sectors that ATS serves; that some or all of the trends towards automation that ATS believes are attractive dissipate or do not result in increased demand for automation; risks associated with operating and servicing customers in a foreign country; that multinational companies withdraw from global manufacturing for business, political, economic or other reasons; unforeseen problems with the implementation of the ASG strategic initiatives or failure of those measures to bring about improved performance at ASG; the success of ongoing operational improvements at ASG; problems associated with the expansion of production capability and adoption of new production processes at Photowatt; managing the impact of supply shortages and higher prices for polysilicon; Photowatt's ability to improve efficiencies of its solar modules produced using lower grade polysilicon or refined metallurgical silicon; Photowatt's ability to secure additional long-term polysilicon supply contracts; the reduction in government incentives in Germany and its effect on Photowatt; inability to advance collaborative development arrangements focused on increasing power efficiencies of solar cells; political, labour or supplier disruptions in manufacturing and supply of silicon; the ability of ATS to exit the remaining PCG operations; and other risks detailed from time to time in ATS's filings with Canadian provincial securities regulators. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and ATS does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.
For further information:
Carl Galloway, Vice President and Treasurer
Gerry Beard, Vice President and Chief Financial Officer
Josh Pekarsky, Longview Communications
Alan Bayless, Longview Communications