SOURCE: DATATRAK International , Inc.

DATATRAK International , Inc.

November 10, 2015 12:00 ET

DATATRAK Postpones 2015 Annual Shareholder Meeting

Company Postpones Annual Meeting In Light of New Information Regarding Serious Misconduct by Arosa Investment Management and/or its Allies and Pursues Legal Recourse Against Arosa/Alex Tabatabai and Others; Company Remains Confident in Ability to Prevail in Proxy Contest

CLEVELAND, OH--(Marketwired - November 10, 2015) - DATATRAK International, Inc. (OTCQX: DTRK), the leader in developing cloud-based, unified dClinical technologies and delivering related services for the clinical trials industry, today announced that in light of new information relating to inappropriate conduct by Arosa Investment Management and Alex Tabatabai ("Arosa/Mr. Tabatabai"), as well as certain of their allies, which has tarnished the integrity of the election and resulted in legal action today by the Company, the Board of Directors (the "Board") has decided to postpone the DATATRAK annual meeting of shareholders (the "Annual Meeting") to a date no later than December 31, 2015, as permitted by the Company's Code of Regulations. The Annual Meeting was originally scheduled to be held at 10:00 a.m. CT, on Wednesday, November 11, 2015. Full details of the postponed meeting are provided at the end of this release.

DATATRAK's Board remains confident in its ability to prevail in the election, and has postponed the Annual Meeting solely because it believes the integrity of the election is at risk. The Board considers itself bound by its fiduciary responsibility to ensure that shareholders have adequate time to receive, evaluate and digest important information disseminated through the proper solicitation process, and not allow the anonymous and unethical last minute distribution of unrelated and mischaracterized materials to taint the integrity of our election process.

The Board believes that postponing the Annual Meeting for a short period is reasonable and necessary and in the best interest of the Company and its shareholders for a number of reasons, including:

  • The Company has received new information with regard to misconduct by Arosa/Mr. Tabatabai and/or its allies which shareholders should consider when they make their voting decision, and to which the Company needs time to properly respond. Based on the seriousness of the information and the Company's investigation, which is ongoing, the Company has filed a lawsuit against Arosa/Mr. Tabatabai and others to be named later, for engaging in activities which the Company believes forms the basis of claims of (and which the lawsuit will establish) tortious interference with business relationships, misrepresentation and civil conspiracy. The Company is also evaluating additional possible causes of action relating to the concerted activity of Arosa/Mr. Tabatabai and others in this malicious dissident campaign.
  • Based on the information recently received by the Company and its investigation, which is ongoing, the Company has evidence which it believes demonstrates (and which the lawsuit will establish) that:
    • Arosa/Mr. Tabatabai and its allies have been engaging in a back channel smear campaign of the Company and its executives.
    • This unethical behavior by certain dissidents includes anonymously sending certain personal records directly to shareholders via United States Postal Service priority express mailing, even going so far as fraudulently using the Company's return address in some cases. The only parties, other than the Company, with access to the shareholder list utilized to conduct this mailing were Arosa/Mr. Tabatabai and certain allies, and, as a result, the Company believes that Arosa/Mr. Tabatabai is acting in concert with others to wage this unethical smear campaign.
    • By engaging in such behavior, Arosa/Mr. Tabatabai and its allies are maliciously misusing and mischaracterizing completely unrelated, sensitive and personal information to smear the Company and its executives and distract employees and shareholders from the true focus of the Company, to continue to execute on its strategy and add long-term value for shareholders.
    • More concerning and damaging to shareholder value, we have reason to believe at this time that Arosa/Mr. Tabatabai and/or its allies have taken the additional destructive step of maliciously reaching out to customers, employees, and friends of the Company via the Internet and Twitter to negatively impact the day-to-day business activities of the Company and damage key business relationships which, ultimately, could destroy shareholder value.
    • Such malicious actions by Arosa/Mr. Tabatabai and its allies raise a number of questions about the dissidents conduct in a proxy contest and their desperate attempts to take control of the Company, which has serious implications on the integrity of this election. More importantly, such reckless and unethical behavior seriously calls into question the character of the dissidents and their ability (and suitability) to act on behalf of the shareholders of the Company.
    • The Board not only believes that the integrity of the voting process is at risk, but also feels that it is critical that the Company has time to properly respond to this new information and that shareholders are fully informed of these malicious actions prior to finalizing their voting decisions. The Company is actively pursuing its legal remedies and intends to aggressively shut down this activity that could destroy shareholder value.

Shareholders should note that the record date of the Annual Meeting will change. DATATRAK will notify shareholders of the new record date and meeting date and will send new proxy materials in the near term. Shareholders as of the new record date will be entitled to attend and vote in person or by proxy at the postponed Annual Meeting as they would have if the meeting had taken place as originally scheduled on November 11, 2015. Proxies deposited to date will be invalid for the postponed Annual Meeting.

The Company intends to hold the postponed Annual Meeting at a date no later than December 31, 2015 at the Prudential Plaza Building in Prudential Two located at 180 N. Stetson, Suite 1630, Chicago, IL 60601.

About DATATRAK

DATATRAK International is a worldwide technology and services Company delivering Unified dClinical solutions and related services for the clinical trials industry. DATATRAK built its multi-component, comprehensive solution on a single, unified platform and expanded this concept to include services delivery via DATATRAK's Clinical and Consulting Services group. The Company delivers a complete portfolio of software products designed to accelerate the reporting of clinical research data from sites to sponsors and ultimately regulatory authorities, faster and more efficiently than loosely integrated technologies. The DATATRAK ONE® software solution, deployed worldwide through an ASP or Enterprise Transfer offering, supports Phase I - Phase IV drug and device studies in multiple languages throughout the world. DATATRAK has offices located in Chicago, IL; Cary Research Triangle Park (RTP), North Carolina; Bryan, Texas; and Cleveland, Ohio. For more information, visit http://www.datatrak.com.

Except for the historical information contained in this press release, the statements made in this release are forward-looking statements. These forward-looking statements are made based on management's expectations, assumptions, estimates and current beliefs concerning the operations, future results and prospects of the Company and are subject to uncertainties and factors which are difficult to predict and, in many instances, are beyond the control of the Company, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. For a list of certain factors that may cause actual results to differ materially from those contemplated in these forward looking statements, please see the Company's report filed with the OTCQX Market on March 13, 2015 announcing its results for the full year period ended December 31, 2014. The Company undertakes no obligation to update publicly or revise any forward-looking statement whether as a result of new information, future events or otherwise.

Contact Information

  • Investor Relations Contact:
    Monica Gupta or Nick Hughes
    Alpha IR Group
    DTRK@alpha-ir.com