Mails Letter to Shareholders Highlighting Proven Record of Value Creation and Right Plan to Deliver Continued Growth
Urges Shareholders to Vote “FOR” Doris Engibous and Robert Weiss on the WHITE Proxy Card Today
Board Also Recommends Shareholders Refrain from Voting for Removal of Chairman Robert Gunst
PLEASANTON, Calif., May 18, 2018 (GLOBE NEWSWIRE) — The Board of Directors of Natus Medical Incorporated (NASDAQ:BABY) (“Natus”) announced today that it has filed its definitive proxy materials with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Company’s upcoming 2018 Annual Meeting of Shareholders (“Annual Meeting”) to be held on June 22, 2018. Natus shareholders of record at the close of business on May 7, 2018 are entitled to vote at the Annual Meeting.
The Natus Board of Directors unanimously recommends that shareholders vote the WHITE proxy card FOR the election of Doris Engibous and Robert Weiss. The Natus Board also unanimously recommends that shareholders refrain from voting for the removal of Chairman Robert Gunst.
In connection with the filing of the proxy statement, the Natus Board mailed the following letter to shareholders, which highlights the proven strategy that the Board and management team are executing to create value for shareholders:
- Since Jim Hawkins, Doris Engibous and Robert Gunst joined Natus in 2004, the Company’s market value has risen from approximately $70 million to $1.2 billion today.3
- Over the past five years, the Natus share price has increased by approximately 156%, versus 62% and 63% for the Russell 2000 and S&P 500, respectively, over the same timeframe.4
- More recently, Natus exceeded our expectations in the first quarter, achieving organic revenue growth of 3%.
- Over the last four years, Natus Medical has returned more than $42 million to shareholders via stock repurchases and has an open plan to repurchase an additional $25 million.
- Voce originally nominated candidates for two seats on the Board, one of whom was Mr. Plants himself.
- Natus ultimately offered to nominate one of Voce’s nominees at this year’s Annual Meeting, PLUS a Voce-approved second independent director AND to appoint an additional, mutually agreeable director to the Board within six months of the Annual Meeting. This proposal would have resulted in three Voce-approved directors on an eight-person board. Obviously, Voce didn’t accept this proposal.
- Instead, near the end of these settlement discussions, Voce suddenly began to insist that a change in the Chairman role was essential to any settlement, which in our opinion, underscores that Voce is really fighting to take control of your Company.
- Neurology: We are the market leader in neurodiagnostics with approximately 60% of worldwide market share. Our industry is experiencing longer sales cycles in the United States but overall activity remains robust and our pipeline of new business is at record levels. In 2017 we added neurosurgery products to our neuro business unit. These new product lines have given us an excellent opportunity to expand into the $2 billion neurosurgery market and leverage our industry leadership position in the adjacent neurodiagnostic market.
- Newborn Care: Natus has successfully developed a leading portfolio of newborn care products, software and services used by hospital nurseries around the world. Natus pioneered newborn hearing screening and has approximately a 70% market share worldwide. Our NeoBlue® family of intensive blue lights led to the standard of care in the use of blue LED’s to treat newborn jaundice and Natus remains a leader in this market today. In 2015 we acquired NicView, an early stage video streaming technology used by families to remotely view their babies in the neonatal intensive care unit (NICU). In 2016, we announced the addition of the Retcam ophthalmic imaging system to our newborn care product portfolio. RetCam is the market leading imaging system used to diagnose and monitor a range of ophthalmic maladies in premature infants. In addition to these key products, our newborn care business also provides a catalog of nursery essentials that are used by a majority of hospitals around the globe.
- Otometrics: With an unprecedented new product pipeline, our Otometrics business unit is a global market leader in audiology with year-to-date 2018 revenue growth of over 10%. We recently began the launch of Otoscan, our revolutionary hearing aid fitting scanner, in select markets and expect to begin our full global launch during the second half of 2018. With a global market of approximately 8 million in-the-ear hearing aids, we expect an annual opportunity of approximately $200 million. We believe Otoscan has the same opportunity as the intraoral scanner that revolutionized the dental digital impressions market in the dental office.
- Doris Engibous brings over 30 years of experience in the medical device industry, including knowledge of organizational and operational management, financial expertise, marketing, R&D, human resources and integration experience. She has previously held executive positions at medical device companies including Nellcor, Nellcor Puritan Bennett, Mallinckrodt, Tyco Healthcare and Hemosphere, and since 2014, has served as both a member and Chair of the Board of Directors of GI Supply, Inc., a family-owned medical technology company.
- Robert Weiss currently serves on the Board of Directors of The Cooper Companies, Inc., a global medical device company and previously served as the company’s President and Chief Executive Officer for over 10 years until his retirement in April 2018. Prior to becoming President and Chief Executive Officer, Mr. Weiss held various leadership positions at The Cooper Companies, including President of CooperVision, the company’s contact lens subsidiary, Chief Operating Officer and Chief Financial Officer. Mr. Weiss has also served on the Board of Directors of Accuray Inc. since 2007.
- Robert Gunst, who Voce is proposing to remove and replace, is uniquely qualified to serve as Chairman of the Board, having nearly five decades of leadership, strategy, financial and operations experience, as well as experience in overseeing the operations of companies in various stages of development. Previously Mr. Gunst has held executive positions at The Good Guys, Inc., Shaklee Corporation, PepsiCo Inc. and The First National Bank of Chicago, among others.
JP Morgan is serving as financial advisor to Natus and Fenwick & West LLP is serving as legal counsel.
About Natus Medical Incorporated
Natus is a leading provider of healthcare products and services used for the screening, detection, treatment, monitoring and tracking of common medical ailments in newborn care, hearing impairment, neurological dysfunction, neurosurgery, epilepsy, sleep disorders, and balance and mobility disorders.
Additional information about Natus Medical can be found at www.natus.com.
Forward Looking Statements
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, particularly statements regarding the expectations, beliefs, plans, intentions and strategies of Natus and including statements regarding our pipeline of neurology business, the market opportunity for our neurosurgery products, and the launch of our Otoscan product and the market opportunity for this product. These statements relate to our current estimates and assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are only predictions and the actual events or results may differ materially. Natus cannot provide any assurance that its future results or the results implied by the forward-looking statements will meet expectations. Our future results could differ materially due to a number of factors, including the effects of competition, our ability to successfully integrate and achieve our profitability goals from recent acquisitions, the demand for our products and services, the impact of adverse global economic conditions and changing governmental regulations, including foreign exchange rate changes, on our target markets, our ability to expand our sales in international markets, our ability to maintain current sales levels in a mature domestic market, our ability to control costs, risks associated with our, and our commercial partner’s, bringing new products to market, and our ability to fulfill product orders on a timely basis. Natus disclaims any obligation to update information contained in any forward looking statement.
More information about potential risk factors that could affect the business and financial results of Natus is included in Natus’ annual report on Form 10-K for the year ended December 31, 2017 and its subsequent quarterly reports on Form 10-Q and in other reports filed from time to time by Natus with the U.S. Securities and Exchange Commission.
Important Additional Information and Where to Find It
Natus has filed a definitive proxy statement (the “Proxy Statement”) and accompanying WHITE proxy card with the Securities and Exchange Commission (the “SEC”) on May 18, 2018 in connection with the solicitation of proxies for the 2018 Annual Meeting of Stockholders. NATUS STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS THAT NATUS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Certain Information Regarding Participants in Solicitation
Natus, its directors and certain of its executive officers will be participants in the solicitation of proxies from stockholders in respect of the 2018 Annual Meeting of Stockholders. Information regarding the names of Natus’ directors and executive officers and their respective interests in Natus by security holdings or otherwise is set forth in the Proxy Statement. Investors and stockholders may obtain a copy of the definitive proxy statement and other documents filed by Natus free of charge from the SEC’s website, www.sec.gov. Additionally, Natus stockholders may obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request to Natus’ proxy solicitor for the 2018 Annual Meeting of Stockholders, Morrow Sodali, at 800-662-5200 or via email at BABY@morrowsodali.com
Natus Medical Incorporated
Jonathan A. Kennedy
Executive Vice President and Chief Financial Officer
Joele Frank, Wilkinson Brimmer Katcher
Jim Golden / Tim Lynch / Adam Pollack