WEST PALM BEACH, Fla. and NETANYA, Israel, Jan. 06, 2017 (GLOBE NEWSWIRE) -- magicJack VocalTec Ltd. (Nasdaq:CALL) (the “Company”), a leading VoIP cloud-based communications and UCaaS company, today acknowledged receipt of and issued the following response to the public statement by Carnegie Technologies Holdings, LLC and founder Paul M. Posner announcing a slate of director nominees for election to the Company’s Board of Directors at the Company’s upcoming 2016 annual general meeting of shareholders and indicating its intent to submit a formal proposal to acquire all outstanding shares of the Company’s ordinary shares for $8.50 per share in cash.
“Carnegie has delivered a formal nomination notice to the Company nominating five candidates for election to the Company’s Board of Directors, and recommending two directors from the Company’s slate, at the Company’s 2016 annual general meeting of shareholders to be held on February 28, 2017, thereby attempting to obtain control of the Company’s Board of Directors despite controlling only approximately 1.6% of the Company’s ordinary shares. The Company is currently reviewing these nominations in accordance with the Company’s corporate governance policies and the requirements of Israeli law. The Board will present its recommendation with respect to the proposed Carnegie nominees in its forthcoming revised preliminary proxy statement to be filed with the Securities and Exchange Commission, which, when definitive, will be mailed to all shareholders eligible to vote at the 2016 annual general meeting of shareholders. Shareholders may receive proxy solicitation materials from Carnegie. The Company’s Board notes that shareholders are not required to take any action prior to the receipt of definitive proxy materials from the Company and recommends they defer making any voting decisions until such time.
With respect to the potential offer to acquire the Company’s ordinary shares, the Company is committed to successfully executing on its strategic plan to deliver enhanced, long-term returns to all shareholders. The Company will carefully review any formal proposal to acquire the Company’s shares, should one be submitted, to determine if such a proposal could maximize value for all shareholders. Therefore, if and when Carnegie submits a formal acquisition proposal, the Board will consider such a proposal in consultation with its advisors and make a recommendation to the shareholders. Shareholders do not need to take any action in that regard at this time.”
Vinson & Elkins L.L.P., Akerman LLP and Yigal Arnon & Co. are representing magicJack.
About magicJack VocalTec Ltd.
magicJack VocalTec Ltd. (Nasdaq:CALL), the inventor of magicJack and a pioneer in Voice over IP (VoIP) technology and services, is a leading cloud communications company. With its easy-to-use, low cost solution for telecommunications, the Company has sold more than 11 million award-winning magicJack devices, which is now in its fifth generation, has millions of downloads of its free calling apps, and holds more than 30 technology patents. magicJack is the largest-reaching CLEC (Competitive Local Exchange Carrier) in the United States in terms of area codes available and number of states in which it is certified.
