DATATRAK Files Motion To Dismiss Arosa's Specious Claims Relating To The Postponed Annual Meeting

Urges Shareholders to Put an End to Wasteful and Damaging Activist Attack by Voting the WHITE PROXY CARD Immediately

22 Dec, 2015, 08:00 ET from DATATRAK International, Inc.

CLEVELAND, Dec. 22, 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 the Company has filed a motion to have the dissident's claims dismissed regarding previous postponement of the annual meeting.

Highlights:

  • Arosa/Mr. Tabatabai's ("Arosa") claims regarding the postponement of the annual meeting have no merit and are completely unsupportable based on established corporate law and the facts at hand.
  • Arosa can't have it both ways - either acknowledge the validity of the upcoming vote or rely on their baseless claims about the postponed meeting.
  • DATATRAK urges shareholders to follow the lead of the two leading independent proxy advisory firms (ISS and Glass Lewis) and not be misled by Arosa's continued false assertions and personal attacks, which are all designed to distract shareholders from the clear fact that Arosa has no coherent plan for the future of the Company.

Chairman and CEO, Laurence P. Birch offered, "I want to remind our shareholders one last time how critical it is that they tell these short-term activists that they cannot steal our Company through the use of inappropriate and reckless behavior, including a sustained smear campaign and repeated misrepresentations. Employees, partners, and customers are all ready to put these distractions behind us and get back to rebuilding the tremendous momentum that the business was gaining just before these self-interested parties attacked our Company. It's time for shareholders across the country to say no to these kinds of short-term, destructive thinkers and I urge all of our holders to please vote and let your voice be heard. Please vote the White Proxy Card and let us get back to the work we need to do to drive long-term shareholder value, without a potential stalemate on the board that could significantly impair the Company, both strategically and financially."

DATATRAK FILED A MOTION WITH THE COURT TO DISMISS AROSA'S FANCIFUL CLAIMS RELATING TO THE POSTPONED ANNUAL MEETING.

  • Despite Arosa's wish 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.
  • 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 a direct result of the dissidents' conduct. For Arosa to claim harm based on the fruit of their own malicious activity and smear campaign is more than disingenuous, and completely calls into question their credibility and judgment. These actions not only demonstrated reckless decision making, but also destroyed (and continue to destroy) shareholder value.
  • Arosa has also criticized the appointment of Andrew Thomas Pitler as an independent director, even though he is independent and brings further industry experience and talent to the 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. Again, Arosa's arguments are completely disingenuous.  They are, or should be, completely aware that the Board properly appointed Mr. Pitler to a well-known existing vacancy in the class not up for election, as the Board has every right to appoint a candidate to the vacancy in a class not up for election. Shareholder approval of such appointment is not only unnecessary, but would be unusual and inappropriate based on the Company's governance structure. 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.
  • Arosa is trying to have it both ways by litigating over the postponed annual meeting even though they and the shareholders' will have an opportunity to cast their votes at the Annual Meeting on December 30, 2015. It is obvious that they are concerned that the shareholders will, now that they have had an opportunity to get to know the dissidents better and understand the underhanded tactics Arosa is willing to employ, reject the Arosa slate, their malicious activities and their lack of a coherent strategy.

WE URGE YOU TO FOLLOW THE LEAD OF ISS AND GLASS-LEWIS AND NOT BE MISLED BY AROSA'S CAMPAIGN OF FALSE ASSERTIONS AND PERSONAL ATTACKS.

  • Arosa's campaign is destroying value. Change for change sake is not value-creating. Two of the world's leading governance watchdogs have loudly spoken that the dissidents have no coherent plan. In fact, all they offer is potential gridlock and chaos.
  • As Glass Lewis reiterated twice, "We also believe that the Dissident's plans for the Company are extremely vague and lack sufficient depth and detail. The Dissident's plan for the Company can effectively be distilled down to simply wanting to conduct a host of internal reviews and exploring strategic alternatives. In our view, nothing about the Dissident's stated plan would suggest that the Dissident is offering a superior or compelling alternative to the Company's current business plan."*
  • As ISS reiterated twice, "The fact that the dissident's own plan for the company highlights the need to invest in sales & marketing does not seem to support claims that current capital allocation is inappropriate. As evidenced by the year-over-year increase in backlog, management already appears to be executing a strategy that addresses several objectives of the dissident plan."*

DATATRAK urges shareholders to vote "FOR ALL" of DATATRAK's highly qualified, experienced director nominees: Laurence Birch, William Coates, and Nicholas Loiacono on the WHITE PROXY CARD.

These nominees have a significant track record of aligning themselves with shareholders and are the right individuals to build upon the Company's current momentum.

*Permission to use quotations was neither sought nor obtained.

If you have any questions on how to vote your shares, please call Morrow & Co., LLC toll free at (800) 662-5200 or (203) 658-9400.

CAUTION: Any vote for Arosa/ Mr. Tabatabai's slate has the potential to:

  1. Curtail DATATRAK's recent history of success and may place the Company back into severe financial distress;
  2. Inhibit important partner and customer relationships;
  3. Result in potential gridlock on the Board, which will not advance the pursuit of the Company's strategic objectives; and
  4. Create potential chaos, not advance any articulated objective – don't be fooled by Arosa's empty rhetoric and misrepresentations.

DO NOT sign or return any BLUE proxy card sent to you by Arosa/Tabatabai. Simply discard it.

If you have any questions or need assistance in voting your WHITE PROXY CARD, please contact Morrow & Co., our proxy solicitor, toll-free at 800-662-5200, or via E-mail at DTRK@morrowco.com.

DATATRAK is a worldwide technology and consulting Company delivering digital clinical solutions and related services for the clinical trials industry. The Company delivers a portfolio of software solutions through the unified dClinical platform, safely accelerating clinical research, from Concept to Cure®.

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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