Business News
Aladdin Board Comments on Vector Capital Assertions Regarding Shareholder Data
Friday 12. September 2008 - Aladdin Knowledge Systems Ltd. (NASDAQ: ALDN), an information security leader specializing in authentication, software DRM and content security, today issued the following statement in response to assertions recently made by Vector Capital regarding the Company's disclosure of shareholder data in connection to Vector's attempt to take control of the Company:
The Aladdin Board of Directors and management team are confident that the Company’s actions comply with applicable Israeli law and with their fiduciary duty to serve the best interests of all Aladdin shareholders. Aladdin believes that Vector’s assertions that the Company has not fully complied with Israeli law or its duties to its shareholders are unnecessary posturing intended solely to help Vector pursue its opportunistic proposals to the detriment of all other Aladdin shareholders.
Aladdin has met and will continue to meet its obligations to provide Vector with a shareholder list that reflects the most up to date publicly available information. To the extent that large shareholders materially change their holdings, they, not the Company, are obligated under SEC rules to update their holdings, through Schedule 13-F, 13-G and 13-D filings, all of which are publicly available. The list provided to Vector is the same list the Company received from its transfer agent. The further information Vector has requested regarding non-objecting beneficial owners and DTC participants are considered non-public information. Providing such any material non-public information to a single shareholder, especially one who is also a direct competitor of our Company through its wholly owned subsidiary, SafeNet Inc., would not provide “a level playing field” and is not in the best interests of all shareholders.
In its response to Vector’s unsolicited proposal and the proxy contest Vector has initiated, the Company is well-advised by experts in law, finance, proxy solicitation and communications. Vector has asserted that hiring a proxy solicitation firm is a violation of Israeli law, yet their lawyer has not provided a single citation either to a law or court ruling to justify this baseless claim. The assistance of a proxy solicitation firm is vital in order for the Company to fulfill its fiduciary duties to communicate with shareholders and to compile a timely and accurate register of shareholders. It is ironic that Vector claims that the Company falls short in a duty to keep track of its shareholder base, yet makes baseless complaints that hiring an expert to assist it is illegal.
Aladdin fully intends to continue to meet its legal obligations while protecting its shareholders’ interests.