VANCOUVER, British Columbia, May 01, 2018 (GLOBE NEWSWIRE) -- Glance Technologies Inc. (CSE:GET.CN) (OTCQB:GLNNF) (FKT:GJT) (“Glance” or the “Company”) today filed on SEDAR (www.sedar.com) a letter to shareholders and information circular for the Annual General Meeting of shareholders scheduled for June 12, 2018. These documents are also being mailed to shareholders over the next few days.
In these proxy documents, Glance presents compelling reasons for shareholders to vote the BLUE proxy FOR Glance’s five nominees for the Board of Directors of Glance (the “Board”), including four incumbents and Steven Cadigan, a new nominee. Mr. Cadigan is a former Vice President Talent for LinkedIn Corp.
Glance also explains why shareholders should vote AGAINST proposals by Penny Green to remove all three of Glance’s incumbent independent directors and replace them with three dissident requisition nominees selected by Ms. Green.
The proxy voting deadline is 2:00 p.m. (Pacific Time) on June 8, 2018. Shareholders with questions about voting their shares should contact DF King at 1-855-487-9247 (toll free) or by email at inquiries@dfking.com. The meeting will be held at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, on June 12, 2018, at 2:00 p.m. (Pacific Time).
All of Glance’s proxy fight information is also available on Glance’s website at this link. Glance urges shareholders to read the material carefully and then vote the BLUE proxy FOR Glance’s nominees and AGAINST the dissident proposals.
Glance’s letter to shareholders, from Chair of the Board, Kirk Herrington, on behalf of Glance’s Special Committee, is provided verbatim below.
Dear Fellow Shareholder,
You have an important decision to make. It is one that will affect the value of your investment in Glance Technologies Inc. (“Glance”).
Glance recommends that you vote the BLUE proxy FOR our five nominees for the Board of Directors of Glance (the “Board”).
We have the experience and strategic vision that Glance needs. We can create value for shareholders by supporting the development of our leading edge software technology and continuing to develop a large international market for our payment solutions and our related business.
Glance also recommends that you vote AGAINST proposals from a dissident group led by Penny Green.
She proposes to remove all three of Glance’s highly-qualified independent directors and replace them with three less-qualified individuals that she has personally selected. Ms. Green’s dissident requisition nominees have no disclosed experience as directors of a publicly traded company. Glance expects the dissident requisition nominees will destroy shareholder value rather than increase it.
Our detailed reasons for these recommendations are contained in the accompanying Information Circular. But here are two of the most important conclusions that you, as shareholders, should consider. If elected to the Board, the dissident requisition nominees are likely to:
- waste our scarce capital on expensive stock promotion, dubious speculative ventures that may not be thoroughly vetted, and excessive expenses; and
- put Glance’s cutting-edge technology development at risk.
Ms. Green’s cursory due diligence
Ms. Green claims that the independent directors of the Board obstructed her. In our view, this is not correct. The independent directors and the rest of Glance required a rigorous due diligence before approving any transactions.
In our opinion, Ms. Green’s due diligence was not as thorough as required and could have resulted in significant risk for Glance if the Board had allowed her to proceed as she wished. Unlike Ms. Green, Glance is committed to fulsome due diligence.
Having commenced this proxy fight, Ms. Green has, in our opinion, delivered directly to shareholders a telling example of her superficial approach to due diligence in her requisition for a shareholders’ meeting of Glance (the “Green Requisition”):
Ms. Green invited shareholders to vote for a dissident requisition nominee, John LoGiudice, claiming he had 13 “successful” startups. All but one is inactive.
The Green Requisition also states that Mr. LoGiudice was “President” of “Ericsson” from 2009 to 2017 but we have found no such evidence.
Despite Glance raising concerns in relation to Mr. LoGiudice’s biography on April 12, 2018, Ms. Green has yet to address a single one of them as of the date of the Information Circular, other than simply removing the biographical information of all of the dissident requisition nominees from her dissident website. Glance received an e-mail on May 1, 2018 purporting to be from Mr. LoGiudice, stating that he no longer intends to stand for election at the Meeting. As at the time this e-mail was received, the Green Requisition still lists Mr. LoGiudice as one of Ms. Green’s dissident requisition nominees.
We encourage shareholders to read our Information Circular for details about these matters. Don’t rely on Ms. Green’s own disclosure. Her claims don’t match up with reality, and what she omits is more important than what she says.
The dissident requisition nominees have no disclosed public company experience
Ms. Green’s dissident requisition nominees have no disclosed experience as directors of a publicly traded company. Accordingly, their ability to deliver real value to Glance is questionable. Indeed, their collective inexperience as directors could lead to serious mistakes. Glance shareholders cannot afford to take that risk.
The biggest mistake of all would be their appointment of Ms. Green as Glance’s President and CEO (something Glance believes is a very real possibility based on prior communications from Ms. Green and her associates to myself, Glance’s Chairman, and also to Glance’s current CEO). She has no disclosed software development experience. She does not have the background to guide the development of our Glance Pay and blockchain software technology.
Her business track record is, at best, mediocre. According to public records reviewed by Glance, she has served as a director and officer of five publicly traded companies other than Glance, and their share prices declined by 50% on average during her tenure on these boards.
What Ms. Green offers to Glance is expensive stock promotion, which is no substitute for value creation. In her role as President and Chief Operating Officer of Glance, Ms. Green was a primary driver of Glance’s spend for corporate communications and investor media expenses (“Investor Awareness”) which totalled approximately $2.5 million in during her last fiscal quarter as an officer.1 This appeared disproportionately high to the rest of the Board. Shortly before Ms. Green’s termination, the rest of the Board strongly challenged the extent of her Investor Awareness spending and questioned the return on this spend.
It was Ms. Green who originally recommended me and one other incumbent independent director to join Glance’s Board. The third incumbent independent was recommended by an acquaintance of Ms. Green. All three of us supported the termination of Ms. Green’s consulting agreement.
Ms. Green’s questionable respect for the rules
Ms. Green’s willingness to respect applicable rules is questionable. Based on her own filings, she has been involved in trades of shares that violate Glance’s corporate policies and do not comply with insider filing obligations under securities laws. She has additionally actively associated with at least two individuals disciplined by capital markets regulators.
What’s worse, she created a toxic and hostile environment at Glance. Among other things, she often reacted in an angry and hostile manner when asked legitimate and probing business questions. On one occasion she alleged defamation and threatened to take legal action against me while I was performing work as Chair of the Board. She was not a constructive team player.
She currently remains a director of Glance but we do not support her continuing in that role. She is not one of Glance’s nominees for election as a director in the upcoming year. We believe Glance will be better off without her.
Glance’s vision for growth
Glance’s core technology, Glance Pay, has the potential to serve a large international market and Glance is convinced it will deliver significant value to shareholders. Glance recently announced new office openings in London, UK, and Melbourne, Australia, demonstrating its international commitment.
Shareholders should have confidence in Mr. Griffin, our CEO. After all, he has achieved success before. As CEO of Vancouver-based PayByPhone from inception in 2000 until 2011, he led the development of a mobile payment technology from a concept to a platform processing tens of millions of mobile payments annually for millions of consumers around the world, making it one of the leading mobile payments apps in the market at the time.
Before voting, shareholders should ask the dissident requisition nominees if they will support Ms. Green again resorting to expensive and disproportionate Investor Awareness programs. Glance believes that such expenses, especially if applied in combination with Ms. Green’s superficially vetted deals, would be harmful to shareholder value.
If Ms. Green’s dissident requisition nominees are elected, we believe that a number of our most senior and critical employees will resign rather than work for Ms. Green. Certainly we expect Mr. Griffin to resign as CEO and his wife, Angela Griffin to resign as Chief Technology Officer. Without their experienced leadership there can be no assurance that the development of our unique software will progress.
Don’t elect Ms. Green’s dissident nominees
Ms. Green’s dissident nominees did not vet each other, or Ms. Green.
They didn’t notice all those inactive companies among the 13 “successful” startups that she claimed on behalf of their fellow nominee, Mr. LoGuidice. Nor did they notice that he also was not President of Ericsson from 2009 to 2017 as claimed.
You cannot rely on them to vet anything on Glance’s behalf.
If Glance falters under their leadership, they will move to the next opportunity. But your investment might be gone.
Our nominees know the business
Support Glance’s CEO Desmond Griffin as a nominee for the Board, along with four strong independents. Three of the independents are incumbents with experience at Glance, and the fourth, a new nominee, adds crucial value as a former VP Talent for LinkedIn.
We have made excellent progress since Mr. Griffin co-founded Glance in 2014. We remain true to his original vision of delivering easy, secure mobile payments using smartphones.
Glance is developing and deploying its proprietary technology while integrating it with cryptocurrency and blockchain support.
Glance’s progress will continue if you vote for us. We know what we are doing.
Vote only the BLUE form of proxy for Glance’s Nominees
Glance urges shareholders to vote the BLUE form of proxy for Glance’s five nominees.
The choice is clear. Don’t put your faith in Ms. Green’s cursory due diligence and expensive stock promotion. Protect your investment.
Vote only the BLUE form of proxy well in advance of the proxy voting deadline on June 8, 2018 at 2:00 p.m. (Pacific time).
Kirk Herrington
Chair and Independent Director
On Behalf of Glance’s Special Committee of the Board, which also includes:
- Desmond Griffin, CEO
- Larry Timlick, Independent Director
- James Topham, Independent Director
About Glance Technologies Inc.
Glance Technologies owns and operates Glance Pay, a streamlined payment system that revolutionizes how smartphone users choose where to shop, order goods and services, make payments, access digital receipts, redeem digital deals, earn great rewards & interact with merchants. Glance offers targeted in-app marketing, geo targeted digital coupons, customer feedback, in-merchant messaging and custom rewards programs. The Glance Pay mobile payment system consists of proprietary technology, which includes user apps available for free downloads in IOS (Apple) and Android formats, merchant manager apps, a large scale technology hosting environment with sophisticated anti-fraud technology and lightning fast payment processing. Glance has also recently purchased a blockchain solution and is working on a rewards-based cryptocurrency.
For more information about Glance, please go to www.glance.tech.
For more information, contact:
Investor Relations
1-866-258-1249
investors@glancepay.com
Paola Ashton
VP Business Development
604-839-0337
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release contains forward-looking information or forward-looking statements (collectively “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is typically identified by words such as: “may”, “believe”, “thinks”, “expect”, “exploring”, “expand”, “could”, “anticipate”, “intend”, “estimate”, “plan”, “pursue”, “potentially”, “projected”, “should”, “will” and similar expressions, or are those, which, by their nature, refer to future events. These forward-looking statements, which involve risks and uncertainties, relate to, among other things, the mailing of the letter to shareholders and information circular for the Annual General Meeting, the effect of the shareholder vote on the value of shareholders’ investment in Glance, the continued development of a large international market for Glance’s technology and related business, the consequences to Glance and the actions of the dissident requisition nominees if they are elected to the Board, the development of Glance’s unique software, the expectation that a number of Glance employees, including Desmond Griffin and Angela Griffin, will resign if Ms. Green’s dissident requisition nominees are elected to the Board, the potential appointment of Ms. Green as the President and CEO of Glance if the dissident requisition nominees are elected, and the development of Glance’s proprietary technology while integrating it with cryptocurrency and blockchain support. Although Glance considers these forward-looking statements to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among other things, risks related to Glance’s ability to continue to develop a large international market for Glance’s technology and related business and integrate Glance’s proprietary technology with cryptocurrency and blockchain support. Forward-looking information and forward-looking statements are in addition based on various estimates, forecasts and projects as well as expectations, beliefs and assumptions, including, without limitation, that if Ms. Green’s dissident nominees are elected to the Board, they will take certain actions and there will be negative consequences for Glance, that a number of Glance’s employees, including Desmond Griffin and Angela Griffin, will resign if Ms. Green’s dissident requisition nominees are elected to the Board and that the shareholder vote will have an effect on the value of shareholders’ investment in Glance. For additional information with respect to these and other factors and assumptions underlying the forward looking statements in this press release, see the section entitled “Risk Factors” in the most recent Prospectus of Glance, which may be accessed through Glance’s profile on SEDAR at www.sedar.com. Glance cautions investors that any forward-looking information provided by Glance is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking statements. Undue reliance should not be placed on such forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.
