Proxy Contests are intensifying in frequency, tenacity and targets. This is, in part, due to shareholder proposals and contests for control increasing in regularity by sophisticated and knowledgeable investors.
Shareholders will be subject to a conflicting barrage of arguments and counter-arguments. Key vote support may ebb and flow between the opposing positions, and correct interpretation of conflicting information is a tremendous challenge. It is critical to have access to a specialized and experienced team such as Barwicki's, with all the right tools to formalize and implement the most intelligent program for maximum success.
The Barwicki team excels in high profile, complex and contentious transactions dealing with challenging proxy contests, and they have successfully represented both public companies and activists. Barwicki has a unique set of skills to monitor how both sides think and react. Utilizing our Institutional Investor Intelligence monitoring services we are able to track and identify any potential challenges to Management. Barwicki's specialized in-house call center capabilities can support scalable inbound and outbound call campaigns quickly and efficiently.
Our full suite of focused services and experience allows us to become a useful component of your tactical team and can outline a robust outreach program to guide the solicitation to a successful outcome.
Mergers & Acquisitions
Barwicki provides comprehensive and strategic consulting services before and during any Merger or Acquisition covering all aspects of the Special Meeting or offer, ranging from scoping broad strategies to specific tactics in order to motivate each segment of a shareholder base.
Barwicki has a superior track record of delivering successful results whether planning a Special Meeting, Consent Solicitation, Dutch Auction, Tender Offer or other Corporate Actions related to a Merger or Acquisition. Their in-house Corporate Actions Team garners a high reputation of proven results for its clients.
They forecast the likely votes or tenders and outline potential scenarios providing clear alternatives prior to the actual solicitation period as well as advise management and help structure best practices in connection with institutional investor advisors such as ISS and Glass Lewis providing insight and recommendations regarding these advisory services.
Barwicki provides timely reports to management and advisors, outlining the vote, or projected participation. We detail the progress of the solicitation and identify, where possible, the voting pattern of major institutional and individual holders and/or their willingness to support the offer.
Barwicki coordinates the delivery of all voted proxies and tendered securities to the designated tabulator or depositary, up to and including the time of the special meeting or closing of your offer. During this process, if needed, Barwicki will commence a telephone solicitation campaign from selected registered and “street name” retail holders, in order to maximize response.
In addition, Barwicki will work closely with management, Lawyers, Bankers and other advisors using their knowledge and expertise in the corporate action process to anticipate potential problems and assist in the development and implementation of all aspects of the overall solicitation strategy.
Institutional Investor Identification Services
Identifying the Institutions and Schedule 13(d) investors (holders of 5% or more of a class of shares) in your Shareholder Base is critical- who are they? What do they want? What are their expectations? Are they affiliated with other Institutions or entities within our base?
Knowing the answer to these questions is not only important at the time of your Meeting, but year round identification keeps the lines of communications open and can help avoid unforeseen challenges in the future.
Barwicki offers quarterly reports, in conjunction with Institutional and Schedule 13(d) filings that identify these investors, and our reports include contact information at these Institutions. While many C-Suite execs pride themselves on knowing the Investor at the Institution, but having contact information for the people that actually cast the votes is key. Barwicki can offer guidance in a good outreach program, and assist in setting up informational calls to keep these investors abreast of key developments at your company which may not be apparent otherwise.
When Institutional Investor Services (ISS) or Glass Lewis, the Proxy Advisory firms to Institutional Investors, offer a negative recommendation on one of your proposals, having the investor information beforehand is key to refuting or reversing the effect. Barwicki can assist in crafting a response to the negative recommendation, and facilitate contacting the Institutions themselves to offer more information for an informed decision.