DATATRAK Announces Annual Meeting Date & Provides Update

Company and team remain focused on building and sustaining 2015's momentum

Dec 10, 2015, 18:30 ET from DATATRAK International, Inc.

CLEVELAND, Dec. 10, 2015 /PRNewswire/ -- DATATRAK International, Inc. (OTCQX: DTRK), the leader in developing cloud-based, unified dClinical technologies and delivering related services for the clinical trials industry, today announced that its rescheduled 2015 Annual Meeting of Shareholders will take place at 10:00 am CT on Wednesday, December 30, 2015 at the Prudential Plaza Building, 180 North Stetson, Suite 1630, Chicago, IL 60601.  Shareholders will be receiving updated proxy materials from the Company relating to the Annual Meeting in the next few days.

Highlights:

  • Annual meeting was previously postponed because of new information that came to light shortly before such meeting regarding serious misconduct by Arosa/Mr. Tabatabai and its allies, which tarnished the integrity of the prior proxy solicitation.
  • Dissident's smear campaign has already impacted key stakeholders and Company believes has destroyed almost $4 million of shareholder value, and could hinder the Company further in the future.
  • DATATRAK's Nominees and Board remain exceptionally qualified and independent.
  • New independent director, Andrew Pitler, brings significant healthcare experience.
  • As of the date of postponement, DATATRAK believed that its nominees were ahead in the voting tally.
  • Dissident's slate remains unqualified for Board representation and the group still has not put up a viable strategy that will help the Company achieve its strategic goals.

Chairman and CEO, Laurence P. Birch offered, "Our Company has faced significant obstacles in the past, including near insolvency that resulted from the lack of strategic insight by the prior management team.  Since our team took over in 2010, revenue and cash from operations have grown at a compound annual rate of 10.4% and 73.4% respectively. These results were achieved through careful execution of the strategy and effective management of the business and not through dilutive equity raises." 

Birch concluded, "The bottom line is our strategy is working.  We will not be derailed by the selfish and destructive efforts of short-term activists like Arosa and Mr. Tabatabai, who have put their own agenda ahead of every single DATATRAK stakeholder – shareholders, customers, employees, suppliers, etc. While these destructive actions remain a distraction, I want to assure all of our stakeholders that all of us at DATATRAK remain intently focused on building an even stronger Company that will continue to grow in the future. We encourage all of our shareholders to carefully consider protecting the value of their ownership in DATATRAK by voting for all of DATATRAK's nominees on the white proxy card."

The Company urges shareholders to not be fooled by Arosa's claims about the postponed annual meeting.

  • DATATRAK's Board of Directors decided to postpone the previously scheduled Annual Meeting in light of new information that came to light shortly before such meeting regarding serious misconduct by Arosa/Mr. Tabatabai and its allies, which tarnished the integrity of the prior proxy solicitation, and to which the Company needed time to properly respond.
  • The postponement was directly a result of the dissidents' conduct. The "guerilla-style" tactics employed during their campaign included "anonymous" distribution of confidential court documents directly to shareholders with an intent to damage the Company's reputation. We also have reason to believe at this time that the apparently coordinated smear campaign also involved maliciously reaching out to customers and employees via the internet and Twitter. These actions not only demonstrated reckless decision making, but also destroyed shareholder value.
  • Despite Arosa's claims to the contrary, an election is not over with until the commencement of an annual meeting. Regardless, the Company believed it was ahead in the vote count at the time of the Board's decision to postpone the meeting based on its discussion with its proxy solicitors.
  • Most importantly, the dissident's ongoing smear campaign and reckless behavior seriously calls into question the character of the dissidents and their ability, suitability and eligibility to act on behalf of the shareholders of the Company.

The Company believes that Arosa/Mr. Tabatabai and his allies' attempt to seize control of the Company's Board and the related reckless smear campaign have already destroyed almost $4 million of shareholder value and could hinder the Company further in the future. 

  • Since the appointment of Larry Birch as CEO of the Company on January 21, 2009, and through the October 9, 2015 unaffected date, the Company's shares have increased 210%.
  • Since Arosa/Mr. Tabatabai and its allies have launched their attack and engaged in serious misconduct designed to tarnish the reputation of the Company, DATATRAK shares have come under extreme pressure. Since Arosa initiated the proxy contest on October 12, 2015, DATATRAK's stock has declined by over 45% (from October 12, 2015 to December 9, 2015).
  • Several of DATATRAK's most important customers have told the Company that they strongly desire to continue to work with the current Board and management team. Additionally, contrary to claims otherwise, the employees and Executives of DATATRAK do not support Arosa's agenda and have expressed concern over the potential damage such agenda may have on the business.

Arosa/Mr. Tabatabai's slate remains unqualified for Board representation and the group still has not put up a viable strategy that will help the Company achieve its strategic goals.

  • Arosa/Mr. Tabatabai's Board nominees are not qualified to sit on DATATRAK's Board. Mr. Tabatabai has no prior management or Board level experience, has no public company financial management experience, and has no pharmaceutical, health care or IT industry experience. Mr. Jacobs also has no prior industry experience. Lastly, Jim Bob Ward has no credibility with the Board or current management based on his controversial past with the Company and lack of Board experience, both of which make him unsuitable for the Board.

DATATRAK's Nominees and Board of Directors are composed of directors who are exceptionally qualified, independent, and remain committed to acting in the best interests of all DATATRAK shareholders.

  • DATATRAK's Board has been carefully selected to ensure their collective expertise incorporates a specific set of experiences and skills required to oversee a health care IT company.
  • These include significant health care industry experience (including specific Pharmaceutical industry experience), IT experience, public company financial management experience, senior management experience, and outside Board experience.
  • The Board recently appointed Andrew T. Pitler as an independent director. Mr. Pitler was only selected after conducting a thorough search to fill this role for over a year to complement the highly skilled, highly qualified, independent Directors currently sitting on DATATRAK's Board.

Contrary to Arosa's claims, new independent director, Andrew Pitler, brings significant experience and further depth to an already strong Board of Directors.

  • The appointment of Andrew Thomas Pitler as an independent director on November 11, 2015 brings even further diversity and talent to the highly experienced current Board of Directors. Mr. Pitler's interests are directly aligned with shareholders, as he has been a significant shareholder of DATATRAK since 2010 and is currently the beneficial owner of 2.9% of DATATRAK shares.
  • Mr. Pitler joins DATATRAK with significant health care industry experience. Prior to his retirement in December 2013, he was the Vice President of Sales for Health Integrated, Inc. for seven years. Health Integrated provides a variety of integrated general and behavioral health services to health and insurance markets. From 1999 to 2006, Mr. Pitler held a variety of senior management positions with Neoforma, Inc. who designed, sold and deployed online contract and purchasing services for hospitals and their medical/surgical suppliers.
  • Mr. Pitler has been a member of the Board of Directors of two private companies and has strong working knowledge of the challenges and needs of small health care companies.
  • The Board properly appointed Mr. Pitler to an existing vacancy in the class not up for election. The fact that Arosa would object to the addition of a highly-qualified independent director shows that their motives are completely based on self-interest and not aligned with shareholders generally.

The Board of Directors and the Management and employees of the Company call on shareholders to protect the value of their investment in DATATRAK.

  • Against this backdrop, shareholders face an important decision regarding the future of their investment at the upcoming Annual Meeting of Shareholders.
  • Shareholders will be asked to elect directors whom you believe are most qualified and trustworthy to oversee DATATRAK. DATATRAK's Board is a powerful advocate for investors with a proven track record of success and continues to strongly recommend that shareholders elect its highly qualified and experienced nominees/leaders.

About DATATRAK

DATATRAK International is a worldwide technology and services Company delivering Unified dClinical solutions and related services for the clinical trials industry. DATATRAK built its multi-component, comprehensive solution on a single, unified platform and expanded this concept to include services delivery via DATATRAK's Clinical and Consulting Services group. The Company delivers a complete portfolio of software products designed to accelerate the reporting of clinical research data from sites to sponsors and ultimately regulatory authorities, faster and more efficiently than loosely integrated technologies. The DATATRAK ONE® software solution, deployed worldwide through an ASP or Enterprise Transfer offering, supports Phase I – Phase IV drug and device studies in multiple languages throughout the world. DATATRAK has offices located in Chicago, IL; Cary Research Triangle Park (RTP), North Carolina; Bryan, Texas; and Cleveland, Ohio. For more information, visit http://www.datatrak.com.

Except for the historical information contained in this press release, the statements made in this release are forward-looking statements. These forward-looking statements are made based on management's expectations, assumptions, estimates and current beliefs concerning the operations, future results and prospects of the Company and are subject to uncertainties and factors which are difficult to predict and, in many instances, are beyond the control of the Company, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. For a list of certain factors that may cause actual results to differ materially from those contemplated in these forward looking statements, please see the Company's report filed with the OTCQX Market on March 13, 2015 announcing its results for the full year period ended December 31, 2014. The Company undertakes no obligation to update publicly or revise any forward-looking statement whether as a result of new information, future events or otherwise.

SOURCE DATATRAK International, Inc.



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