iRobot issued the following statement:
The iRobot Board of Directors and management team have had extensive discussions with Red Mountain over the last 10 months. The Company's goal has been to work with Red Mountain constructively, and iRobot is disappointed that Red Mountain has chosen to take this path.
In the discussions with iRobot, Red Mountain has focused on the sale of iRobot's Defense and Security (D&S) business and on the return of excess capital to shareholders. The iRobot Board of Directors had started a process to sell D&S in the spring of 2014, long before Red Mountain purchased a single share of iRobot stock. That process concluded recently, with the announcement of the sale of D&S to
iRobot has an experienced and independent Board that benefits from a diverse range of expertise in consumer products, technology, marketing and finance. The iRobot Board has also adjusted its composition over the last several years to reflect the Board's evaluation of its needs as well as the business' renewed focus on home products. The Board has recently added two directors with expertise in areas critical to iRobot's business: consumer products and technology, and one of those directors is up for election this year. Two other directors, whose experience was most relevant to the D&S business, left the Board in 2014 and 2015 once the Company made the decision to focus on its home business.
In an effort to avoid a costly proxy contest, the iRobot Board offered Red Mountain the opportunity to suggest board nominees, interview potential new nominees identified by the Board, and approve a new director selected by the Board in consultation with the Board's executive search firm. Instead of this collaborative approach, Red Mountain is insisting that the only way to avoid a disruptive proxy contest is to add both of their candidates to the Board.
iRobot believes that shareholders will be best served by a process in which the existing directors and professional recruiters have input on the composition of the Board. iRobot will present its full position to shareholders with the filing of its definitive proxy materials.
About
iRobot designs and builds robots that empower people to do more. The company's home robots help people find smarter ways to clean and accomplish more in their daily lives. Its remote presence robots enable virtual presence from anywhere in the world. iRobot's portfolio of solutions feature proprietary technologies for the connected home and advanced concepts in navigation, mobility, manipulation and artificial intelligence. For more information about iRobot, please visit www.irobot.com.
For iRobot Investors
Certain statements made in this press release that are not based on historical information are forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This press release contains express or implied forward-looking statements relating to, among other things,
Important Stockholder Information
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement and other relevant solicitation materials (when they become available), and any and all documents filed by the Company with the
Certain Information Concerning Participants
The Company and its directors and officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the 2016 Annual Meeting. Information about the Company's directors and executive officers and their ownership of the Company's common stock will be set forth in the definitive proxy statement for the Company's 2016 Annual Meeting, which will be filed with the SEC. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers by reading the proxy statement and other relevant solicitation materials (when they become available).
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SOURCE
Investor Contact: Elise Caffrey, Investor Relations, iRobot Corp., (781) 430-3003, ecaffrey@irobot.com, or Media Contact: Matthew Lloyd, Media Relations, iRobot Corp., (781) 430-3720, mlloyd@irobot.com, or Andi Rose / Becky McClain, Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449