MRV Communications and Value Investors for Change Reach Agreement
October 9th, 2009
CHATSWORTH, Calif, October 9, 2009
MRV Communications Inc. (Pink Sheets:MRVC) (“MRV” or the “Company”) and
Value Investors for Change, today announced that the parties have
reached an agreement to resolve the proxy contest related to the
Company's 2009 Annual Meeting of Stockholders, scheduled for November
11, 2009.
Under the terms of the agreement, the Company will expand the size of
its Board of Directors from nine to ten members, eight of whom will be
independent. The following individuals will be nominated for election at
the upcoming Annual Meeting: six of MRV’s nominees, Baruch Fischer, Joan
E. Herman, Michael E. Keane, Noam Lotan, Shlomo Margalit and Igal
Shidlovsky; three of Value Investors for Change’s nominees, Charles M.
Gillman, Michael J. McConnell and Kenneth Shubin Stein, M.D.; and
Philippe Tartavull, who was mutually agreed upon by the Company and the
Investors. Following the Annual Meeting, the Board will elect a new
independent Chairman.
Noam Lotan, Chief Executive Officer of MRV, said, “We are pleased to
have reached this agreement with Value Investors for Change, which we
believe is in the best interests of the Company and all MRV
stockholders. We are confident that their nominees will contribute
meaningfully to the Board dynamic and provide additional insight and new
perspective to MRV.
“We thank Harold W. Furchtgott-Roth, Guenter Jaensch and Daniel Tsui for
their years of dedication and service to MRV. They have worked hard and
made significant contributions during their many years of service. Our
Board remains committed to enhancing value for all stockholders and we
look forward to working with our new directors to continue our progress
in building a stronger future for MRV.”
Dr. Shubin Stein, for Value Investors for Change, said, “We are
delighted to have settled the matter with MRV amicably and believe that
Charles M. Gillman, Michael J. McConnell and I will enhance the
composition of the Board. We look forward to working together
constructively with the Board and management team to help maximize value
for stockholders.”
In connection with the terms of the agreement, Value Investors for
Change has agreed to terminate their proxy solicitation, withdraw their
proposed slate of director nominees, and vote all of their shares in
favor of all of the Board’s director nominees at the 2009 Annual Meeting.
About MRV Communications, Inc.
MRV Communications, Inc. is a leading networking company with a full
line of packet-optical transport (POTS), carrier Ethernet, 40G and
out-of-band networking equipment, services and optical components for
high-speed carrier and enterprise networks and specialized aerospace,
defense and other communications networks. MRV’s network equipment
business provides equipment for commercial customers, governments and
telecommunications service providers. MRV markets and sells its products
worldwide, with operations in Europe that provide network system design,
integration and distribution. The Company’s optical components business,
which provides optical communications components for access and
fiber-to-the-premises applications, operates under the Source Photonics
brand. For more information about MRV and its products, please call
(818) 773-0900 or visit www.mrv.com
and www.sourcephotonics.com.
About Value Investors for Change
Value Investors for Change is comprised of investors who seek to
encourage companies to create, preserve and enhance long-term value for
their stockholders. We seek to provide Boards and management teams with
well-qualified directors and managers who will work diligently to
increase stockholder value by instituting management, corporate
governance, operations and compensation reforms.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect
of the matters to be considered at the 2009 Annual Meeting of
Stockholders. MRV filed a preliminary proxy statement on October 2,
2009, and will be filing a definitive proxy statement with the SEC
shortly. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and securityholders will be able to
receive the proxy statement and other relevant documents free of charge
at the SEC’s web site, www.sec.gov,
at MRV’s website at http://sec.mrv.com,
or from MRV Investor Relations at 20415 Nordhoff Street, Chatsworth,
California 91311.
Participants in Solicitation
MRV and its directors and executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect of the matters to be considered at
the 2009 annual Meeting of Stockholders. Information regarding the
interests of MRV’s directors and executive officers in the proxy contest
will be included in MRV’s proxy statement and annual report on Form 10-K
for the year ended December 31, 2008.
MRV Communications, Inc.
Investor Relations
818-886-MRVC (6782)
ir@mrv.com
or
The Blueshirt Group for MRV
Maria Riley
415-217-2631
maria@blueshirtgroup.com