KANSAS CITY, Mo., Nov. 7 /PRNewswire/ -- In refusing to a request for a special shareholders meeting to consider the removal and replacement of its current directors, management of Trinity Biotech plc (Nasdaq: TRIB), an Ireland-based developer and manufacturer of diagnostic products whose American Depository Receipts ("ADRs) are traded on NASDAQ, has apparently decided that the preservation of their jobs and positions in the company outweigh the right of shareholders to meet for the purpose of considering their job performance.
On October 16, 2008, a group of Trinity Biotech ADR holders sent a request to Trinity Biotech calling for the convening of a special meeting of Trinity Biotech shareholders to consider the removal of the current Trinity Biotech directors and their replacement by a slate nominated by the ADR holders who requested the meeting. Thomas Reidy, a member of the group, announced today that company management had advised him by letter dated November 5, 2008 that they would not call the special meeting as requested.
In their refusal letter, the Trinity Biotech directors stated that their denial was based on a determination that the ADR holders, as contrasted with the ordinary shares they represent, do not have the authority under Irish law to call the meeting.
Commenting on Trinity Biotech's refusal to call the special meeting, Mr. Reidy stated that he was "disappointed but certainly not surprised" by the position taken by current management. Mr. Reidy pointed out that the group's original letter requesting the special meeting contains a demand that the Trinity Biotech directors take alternative steps to effectuate the special meeting if management is of the opinion that the requesting ADR holders did not have the authority under Irish law to convene the meeting. Management's refusal letter was silent regarding these alternative steps.
Mr. Reidy stated, "Management's refusal to honor our request or to take the alternative steps proposed to bring our proposal before the company's shareholders can only be viewed as a further step by management to remain entrenched in their positions and beyond any accountability to the owners of the company."
Mr. Reidy continued, "Trinity Biotech management has benefited by accessing American and European equity capital markets through the sale of ADRs. As a result over 90% of the company's ownership is evidenced by ADRs. Management has welcomed our investment but now chooses to disenfranchise us when their performance is called into question and their jobs are on the line. Apparently, management has concluded that their past performance is such that they would be unable to convince a majority of shareholders to vote for their retention."
Mr. Reidy went on to say, "This latest decision only further demonstrates that this board has lost touch with its fiduciary responsibilities. As we have said in the past, this board needs to be removed and replaced by directors who are committed to acting in the best interest of the company and its owners."
Mr. Reidy stated that he would continue in his efforts to bring about the special shareholder meeting. Such efforts might include converting ADRs into the ordinary shares they represent. Mr. Reidy anticipated that other ADR holders would join him in these efforts.
Safe Harbor Statement
Statements in this release that are not historical are forward-looking statements, including statements regarding Mr. Reidy's beliefs, expectations, hopes or intentions regarding the future. It is important to note that actual outcomes and results could differ materially from forward-looking statements. Mr. Reidy assumes no obligation to update any forward-looking statement.
Contact: Thomas J. Reidy, 816-260-8476
|SOURCE Thomas J. Reidy|
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