Will Nominate Dr. Burton Drayer to Serve on Analogic Board of Directors Will Appoint Additional New Independent Director Issues "Financial Pathway Statement" Outlining Strategy for Achieving Double-Digit Operating Margins
PEABODY, Mass., Dec. 9, 2009 (GLOBE NEWSWIRE) — Analogic Corporation (Nasdaq:ALOG), a leading designer and manufacturer of medical imaging and aviation security technology, today announced that it has reached an agreement with Ramius Value and Opportunity Master Fund Ltd, an affiliate of RCG Starboard Advisors, LLC and Ramius LLC (collectively, “Ramius”), relating to the Company’s 2010 Annual Meeting of Stockholders. Ramius beneficially owns approximately 4.9% of Analogic’s outstanding shares. The Analogic 2010 Annual Meeting will be held on January 29, 2010, at the Company’s world headquarters in Peabody, Massachusetts.
Analogic will nominate Dr. Burton Drayer, Executive Vice President for Risk at The Mount Sinai Medical Center and Chairman and Director of Mount Sinai’s Department of Radiology, to stand for election as a new independent director on the Analogic Board at the January 2010 Annual Meeting. Dr. Drayer, who was recommended by Ramius, will fill the vacancy resulting from the previously announced departure of Analogic founder and Chairman Emeritus from the Company’s Board. It is expected that Dr. Drayer will also serve on the Nominating and Corporate Governance Committee.
Also at the 2010 Annual Meeting, Analogic will ask the Company’s shareholders to approve an increase in the size of the Analogic Board from ten to eleven members. Subject to shareholder approval, Analogic will appoint a new independent director to its Board by March 31, 2010. The Nominating Committee of Analogic’s Board will identify potential director candidates, including any proposed by Ramius and other Analogic stockholders, from which the Board will select one individual to appoint to the Board.
As part of the settlement agreement, Analogic also agreed to issue a “Financial Pathway Statement” in its earnings release for the first quarter ended October 31, 2009. The statement outlines Analogic’s strategy for driving enhanced profitability in each of the next three years, through organic measures within the Company’s control, on its pathway to double-digit operating margins by fiscal year 2012.
Ramius has withdrawn its nomination of director candidates to Analogic’s Board and has agreed to vote its shares in favor of each of the Board’s nominees.
“We welcome open dialogue with and input from our stockholders and are pleased to have reached this agreement with Ramius, which we believe serves the best interests of all Analogic stockholders,” said Jim Green, President and Chief Executive Officer of Analogic. “Our Board and management team are committed to continuing to work on behalf of all Analogic stockholders with the shared goal of enhancing value.”
“We are delighted to nominate Dr. Drayer for election to Analogic’s Board,” said Ed Voboril, Analogic Chairman of the Board of Directors. “Burt brings to Analogic significant industry experience due to his roles as a practitioner, professor, and business executive. As an Executive Vice President at Mount Sinai, he understands the economics of the health care industry. In addition, as a member of the faculty at the Mount Sinai School of Medicine and the President-elect of the Radiological Society of America, Burt is directly involved in education, research, and health care policy. We strongly believe that Burt’s experience, coupled with his deep understanding of Analogic’s businesses, will be beneficial to the Company and all Analogic stockholders.”
On behalf of Ramius, Mark Mitchell said, “We are pleased to have worked constructively with Analogic with the shared goal of enhancing stockholder value. We support the Company’s commitment and strategy to significantly improve profitability in each of the next three years with the goal of achieving double-digit operating margins by fiscal year 2012. We are confident that the nomination of Dr. Drayer to the Board and the Board’s commitment to adding another highly qualified, independent director by March 31, 2010 will serve the best interests of Analogic and its stockholders.”
The complete Agreement will be included as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission.
Burton Drayer, MD
Dr. Drayer, 63, has served as Executive Vice President for Risk at The Mount Sinai Medical Center (“Mount Sinai”), one of the country’s oldest and largest voluntary teaching hospitals, since September 2008. He is a Dr. Charles M. and Marilyn Newman Professor and has served as Chairman and Director of the Department of Radiology at Mount Sinai since July 1995. Dr. Drayer served as the President and Executive Vice President for Hospital and Clinic Affairs at Mount Sinai from November 2003 until September 2008. He is a Fellow of both the American Academy of Neurology and the American College of Radiology, serving on the Board of Chancellors of the latter. Dr. Drayer also serves on the Board of Directors of the Radiological Society of America. He is presently President-elect of the RSNA. Dr. Drayer is a former president of the American Society of Neuroradiology (ASNR), a founder of the
Neuroradiology Education and Research Foundation of ASNR, as well as a former president of the New York Roentgen Society. Dr. Drayer holds an A.B. in Political Science from the University of Pennsylvania and received his M.D. from the Chicago Medical School at the University of Health Sciences in Chicago. Dr. Drayer has also served on the faculty and in leadership positions of three research-oriented medical schools, and has authored more than 200 journal articles and similar publications, 41 book chapters and two books and is an internationally recognized expert in the areas of radiology and neuroradiology.
Any statements about future expectations, plans, and prospects for the Company, including statements containing the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks relating to product development and commercialization, limited demand for the Company’s products, risks associated with competition, uncertainties associated with regulatory agency approvals, competitive pricing pressures, downturns in the economy, the risk of potential intellectual property litigation, and other factors discussed in our most recent quarterly report filed with the Securities and Exchange Commission. In addition, the
forward-looking statements included in this presentation represent the Company’s views as of the date of this document. While the Company anticipates that subsequent events and developments will cause the Company’s views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any later date.
About Ramius LLC
Ramius LLC is an investment advisor that manages assets in a variety of alternative investment strategies. Ramius LLC is headquartered in New York with offices located in London, Luxembourg, Tokyo, Hong Kong and Munich.
Analogic Corporation is a growth oriented high-technology signal and image-processing company, providing products and services to original equipment manufacturers (OEMs) and end users in growing medical diagnostics and security markets worldwide. The Company is recognized worldwide for advancing the state of the art in automatic explosives detection, computed tomography (CT), digital radiography (DR), ultrasound, magnetic resonance imaging (MRI), and advanced signal processing. For more information, visit www.analogic.com.
CONTACT: Analogic: Mark Namaroff, Director of Strategic Marketing and Investor Relations (978) 326-4058 Investorrelations@analogic.com Joele Frank, Wilkinson Brimmer Katcher Matthew Sherman Andrew Siegel (212) 355-4449 Ramius LLC Gavin Molinelli (212) 201-4828 firstname.lastname@example.org
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