Adam Adamou

July 25, 2012 09:40 ET

Institutional Shareholder Services ("ISS") Advises Shareholders to Reject Management Slate and to Vote for Positive Change

Blue Proxy Campaign Tracking to Victory: International Datacasting Set to Go "BLUE" on July 31st

TORONTO, ONTARIO--(Marketwire - July 25, 2012) - International Datacasting Corporation (TSX:IDC) - Adam Adamou, dissident director and IDC shareholder today reported that leading independent proxy advisory firm Institutional Shareholders Services ("ISS") announced that it has endorsed the BLUE proxy slate consisting of the Nominees for Positive Change. ISS is an independent organization that does not receive compensation from either side for its advisory services.

In its report ISS advises its clients NOT TO VOTE for the management slate under the white proxy. In making its decision ISS also reviewed statements by Fred Godard in which he claimed that 'he would refuse to serve' on the BLUE proxy slate and determined that Godard's decision has no impact on their recommendation and maintained their endorsement by advising shareholders to vote FOR the BLUE proxy slate.

In a summary of its recommendation, ISS states that "The company stock is trading at its 5-year low and the current liquidity of the stock implies low interest from investors," and that "(Adamou) has made a compelling case for change… his proposed 'Business Acquisitions Strategy' appears to be more effective than the current board's 'Satellite Niche Strategy'. As such, votes FOR dissident nominees are warranted."

In its recommendation to shareholders, ISS noted that:

  • The Business Acquisitions Strategy appears more effective than the 'satellite niche strategy';
  • That focusing on the 'satellite business niche' appears to be 'risky' and that innovations and new products might be 'undermined' by declining demand; and
  • The fact that the Business Acquisitions Strategy lasted only nine months did not justify a complete change in the direction for the company.

Welcoming ISS's findings, Adamou said: "This is a significant endorsement by an important third party that has fully reviewed our vision, our strategy and our business plan. We have maintained all along that the facts support our position. Our slate represents integrity, stability and patient progress on our long term vision. It is the right choice for putting IDC together again."

With this important endorsement, the package of misinformation and misrepresentations perpetuated by management at great expense to shareholders has been fully discredited. On a limited budget and resources the Campaign for Positive Change has claimed significant victories:

  • Our Director's Statement was published in the Management Information Circular;
  • Management has announced the removal of director Frank Ruffolo from management's proposed slate of nominee directors;
  • One of the leading independent sources of shareholder information, ISS, has endorsed our strategy, interviewed our nominees, and endorsed the BLUE proxy despite management pressure to change that view;
  • We have maintained a positive tone despite patently false and highly personal attacks directed by management towards the effort and Adamou personally;
  • We have achieved our entire effort and campaign through the use of low cost high impact tools and technologies, while management has spent and continues to spend hundreds of thousands of dollars on a wasted last ditch effort to preserve their position, including apparently sending rush courier packages to numerous shareholders in a last ditch effort designed to stuff the ballot box;
  • The BLUE Proxy slate has received proxies from hundreds of shareholders from coast-to-coast-to-coast.
  • Public shareholders in particular have rallied to our side and the BLUE Proxy slate holds an overwhelming majority of their votes, now substantially in excess of the votes that traditionally have been cast at IDC shareholder meetings;

In light of their overwhelming support the Nominees for Positive Change on the BLUE Proxy today released a public statement to IDC Management:

"We call on management to immediately terminate your hastily announced and poorly executed proxy solicitation campaign. You are squandering the Company's cash - cash that can be used for value creating activities rather than being wasted as it is on self-serving tactics designed solely to entrench management, and that simply enrich lawyers, proxy solicitation firms and your other advisors.

We will be submitting our proxies as scheduled to the Company's transfer agent before management's cut-off date this week. Our proxies have been vetted against the STAC protocols and conform to all corporate, securities and other legal requirements. We warn management not to engage in self-serving manipulation exercises designed to invalidate the proxies of IDC shareholders who have elected to vote BLUE. These people are the owners of the Company. They have spoken in a very clear voice about their support for the Coalition for Positive Change.

We call on the management of IDC to engage in serious dialog now ahead of next week's annual meeting so that we can use our time productively at the meeting to focus on a transition plan for the directors and on our strategy of continuing to improve operational excellence at IDC while seeking complementary strategic acquisitions to complement and accelerate our organic growth plan."

Adamou also commented on statements released by IDC from certain IDC shareholders in favour of management's slow growth strategy "I have spoken with these individuals over the past few weeks and with all due respect our team disagrees with them. There are numerous examples - from large organizations like IBM and General Electric - to Canadian examples like Constellation Software and Catamaran Corporation; to much smaller ones in our sector where acquisitions are the primary growth driver. The risk of sitting pat at IDC and doing nothing other than product level innovation to support incremental growth isn't addressed in their statements. Their analysis is overly simplistic and cautious and more appropriate for privately-held companies owned by one or two large shareholders than for publicly-listed companies owned by thousands of investors. The big difference between our team and the current team boils down to three areas - relevant experience, a commitment to execute and not waffle, and a willingness to listen to and respect the wishes of all shareholders, even if they don't share our view."

WARNING TO SHAREHOLDERS: MANAGEMENT IS ATTEMPTING TO DISENFRANCHISE BLUE PROXY SHAREHOLDERS

IDC management may intend to disenfranchise shareholders supporting the BLUE Proxy slate at the Annual Meeting. As a result the Campaign for Positive Change has decided to submit our proxies to IDC's transfer agent before the deadline this week. Our proxies have been vetted and we are confident that they will withstand any challenges from the company. We urge the company not to take any actions to eliminate the votes of its shareholders. Should management attempt to disenfranchise us, we and our membership will take whatever actions are necessary to protect our votes and to hold management accountable.

WE URGE YOU TO IGNORE THE IDC BOARD "WHITE" PROXY SENT TO YOU BY IDC AS IT WILL NOT ALLOW YOU TO VOTE FOR THE NOMINEES FOR POSITIVE CHANGE.

EVEN IF YOU HAVE VOTED FOR THE WHITE MANAGEMENT PROXY IT IS NOT TOO LATE TO CHANGE YOUR MIND!

A COPY OF THE BLUE PROXY IS AVAILABLE AT: http://goo.gl/zuHf7

For up to date information, follow us on twitter @IDC_Positive or send your questions to IDCrising@gmail.com or call our IDC Positive Change Hotline at 1-647-261-7289. Full instructions on how to vote are set out in the proxy materials and can also be found at http://IDC-Positive-Change.tumblr.com.

Let's put IDC together again.

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