SOURCE: iPass

iPass

May 29, 2015 09:00 ET

iPass Reaches Settlement Agreement With Maguire Asset Management, Francis Capital Management and Foxhill Opportunity Fund

Three New Members Immediately Join Company's Board of Directors

REDWOOD SHORES, CA--(Marketwired - May 29, 2015) - iPass Inc. (NASDAQ: IPAS), the world's largest commercial Wi-Fi network ("iPass" or the "Company"), together with Maguire Asset Management, LLC, Francis Capital Management, LLC, Foxhill Opportunity Fund, L.P. and their respective affiliates and nominees (collectively, the "Stockholder Group") jointly announced today that they have reached an agreement (the "Agreement") regarding the composition of the iPass Board of Directors (the "Board") and related matters, pursuant to which iPass will appoint Damien Park, Richard Karp and Brent Morrison as new independent members of the Board, and Kenneth Traub will serve as an advisor and observer to the Board, all effective immediately. Mr. Park will also become chairman of the Board following the iPass 2015 annual meeting of stockholders, scheduled for June 30, 2015 (the "Annual Meeting"). Messrs. Park, Karp and Morrison join incumbent Board members John D. Beletic, chairman of the Board, Gary Griffiths, president and CEO, Robert J. Majteles, Michael Tedesco, Michael Chang, David Panos, and Laurence Toney. Under the terms of the Agreement, the size of the Board will be increased to ten members until the Annual Meeting at which time it will be reduced to seven members. The Company previously announced that Messrs. Beletic, Majteles, and Toney will not seek re-election to the Board at the Annual Meeting.

In addition, the Agreement provides that immediately following the Annual Meeting, the Board will form a Strategic Committee to consist of two Stockholder Group directors and one incumbent director to examine the Company's strategic alternatives review process.

"When I was appointed president and CEO three months ago, I mentioned that iPass had no option but to change -- change to meet the demands of our business, our customers and, especially, our shareholders," said Gary Griffiths, iPass president and CEO. "As I outlined in our first quarter 2015 earnings call on May 7th, significant changes in iPass' internal operations are well underway. The actions announced today are further indication that we are listening to our shareholders and taking the steps necessary to accelerate revenue growth and the path to profitability. I look forward to continuing down this path with Damien, Richard, and Brent working alongside with Michael Tedesco, Michael Chang, and Dave Panos and welcome Ken as an advisor to the Board."

"I am delighted that we were able to constructively reach this Agreement with the iPass Board," said Damien Park. "As a representative of the Stockholder Group that proposed changes to the Company's Board composition and governance, we are pleased with this compromise, which we believe is in the best interests of all iPass shareholders. We look forward to working with Gary and the other iPass directors toward our common goal of enhancing shareholder value."

The complete Agreement between iPass and the Stockholder Group will be filed on a Form 8-K with the Securities and Exchange Commission (the "SEC"). iPass will file its definitive proxy statement for the Annual Meeting in due course.

About iPass Inc.
 
iPass delivers global, mobile connectivity as a hosted cloud service, connecting its customers with the people and information that matter the most on all of the devices they choose to carry: smartphones, tablets and laptops. iPass (NASDAQ: IPAS) is the world's largest commercial Wi-Fi network, with 19 million hotspots in airports, hotels, airplanes and public areas spanning 100 countries across the globe. In the rapidly changing technology of Internet connectivity, iPass is the industry pioneer in ensuring businesses have unlimited access to unlimited content.

NOTE: iPass® is a registered trademark of iPass Inc. Open Mobile, OME, Open Mobile Express, Open Mobile Exchange and OMX are trademarks of iPass Inc. Wi-Fi® is a registered trademark of the Wi-Fi Alliance. Other company names, logos and product or service names mentioned herein are the trademarks owned by their respective owners.

About Maguire Asset Management, LLC
Maguire Asset Management is a value-oriented investment firm focused on creating long-term shareholder value by engaging constructively with managements and boards of undervalued public companies.

About Francis Capital Management, LLC
Francis Capital Management, LLC is an investment advisor based in Santa Monica, California that focuses on event-driven investments.

About Foxhill Opportunity Fund, L.P.
Foxhill, founded in 2006, is an SEC registered event driven hedge fund with particular expertise in distressed and special situations. Employing a rigorous fundamental research process, positions are established with a margin of safety to mitigate permanent impairment of capital. The focus is situation driven rather than security dependent, looking across capital structures to create positions with the best risk/reward profile. The portfolio is eclectic with many idiosyncratic investments which Foxhill expects will add value through time. Foxhill tends to focus on the undiscovered and under covered, with investments in niche situations.

Additional Information and Where to Find It
iPass intends to file with the Securities and Exchange Commission (the "SEC") and expects to mail to stockholders a proxy statement relating to the iPass 2015 Annual Meeting of Stockholders. Stockholders are urged to read the proxy statement and any related documents when they become available as they contain important information. Stockholders may obtain free copies of these documents and other documents filed with the SEC by iPass at the SEC's website at www.sec.gov. These documents can also be obtained free of charge from the iPass website at www.ipass.com.