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This is a Letter From Nicusa Capital Urging BioClinica Shareholders to Vote AGAINST Proxy Proposal 2 and WITHHOLD Votes From Incumbent Directors Berg, Olukotun, Parker and Weinstein on 2011 Proxy
Date:5/4/2011

nt by the Board, we will vote against the Poison Pill and encourage other shareholders to do the same.

Whatever the ostensible purpose of poison pills, their practical effect is to deter potential acquirers.  We view the Poison Pill as a management entrenchment device, and BioClinica's 10-K supports our contention.  In language plainly hostile to shareholders, the 10-K states that the Poison Pill would "make it more difficult to replace or remove our current management team in the event our stockholders believe this would be in the best interest of our company."  Studies show that anti-takeover provisions such as poison pills are associated with both a lack of accountability in management teams(1) and substandard operating performance.(2)  When used to thwart takeovers, poison pills have been shown to destroy shareholder value.(3)

Poison pills are justified when used to safeguard a vulnerable, temporarily underperforming company against opportunistic acquirers.  Such a circumstance, however, does not apply at BioClinica.  Your Poison Pill has been in place for almost two years, and the stock has underperformed for more than five.  Currently, institutional shareholders control nearly 40% of the Company, and insiders another 24%.  Surely a shareholder base consisting of nearly two-thirds institutions and insiders is sophisticated enough to determine for themselves the suitability of any potential offer for the Company.  Just whom is the Board trying to protect, anyway?  

If other shareholders are not persuaded by us, perhaps they will listen to Glass, Lewis & Co., the respected corporate governance analytics and proxy voting firm.  According to Glass Lewis, "in general, poison pills are not conducive to good corporate governance" and "they can reduce management accountability."

Glass Lewis issued a report offering recommendations for shareholders to vote on the 2011 BioClinica Proxy
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SOURCE Nicusa Capital
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