NEW YORK, May 4, 2011 /PRNewswire/ -- This is a letter from Nicusa Capital urging BioClinica (Nasdaq: BIOC) shareholders to vote AGAINST Proxy Proposal 2 and WITHHOLD votes from incumbent Directors Berg, Olukotun, Parker and Weinstein on 2011 Proxy:
May 4, 2011
Dr. David E. Nowicki
Chairman of the Board
826 Newtown-Yardley Rd.
Newtown, PA 18940
Dear Dr. Nowicki and the Board of Directors of BioClinica:
As of May 4, 2011, Nicusa owns 854,119 shares, or approximately 5.5%, of the outstanding shares of BioClinica. We have been a shareholder since May 2007 and have been on file as a 5% holder since July 2007.
In September 2010 we wrote a letter to the Board outlining our concerns as a long-term shareholder, and gave a detailed presentation to the Board on November 17 in an attempt to constructively address the shortcomings in corporate governance at BioClinica. We are more than willing to share our analysis and supporting materials with other concerned shareholders.
Unfortunately, after reviewing BioClinica's 2011 Proxy, the Board has not addressed our concerns sufficiently. As a result, we will vote against, and ask other shareholders to vote against, Proposal 2 on the Proxy. We will also withhold our vote, and ask other shareholders to do the same, from incumbent Directors Berg, Olukotun, Parker and Weinstein.
Our issues with the Company's corporate governance primarily lie in two areas: the Shareholder Rights Agreement, which we will refer to as the "Poison Pill," and management compensation.
Our Company does not need a poison pill. The Board imposed the Poison Pill on shareholders without input, and has yet to provide a convincing justification for keeping it. Absent a compelling, public, specific and timely argume
|SOURCE Nicusa Capital|
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