Attached files
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EX-99.2 - EX-99.2 - EDGEWATER TECHNOLOGY INC/DE/ | d275099dex992.htm |
8-K - FORM 8-K - EDGEWATER TECHNOLOGY INC/DE/ | d275099d8k.htm |
Exhibit 99.1
EDGEWATER TECHNOLOGY, INC.
200 Harvard Mill Square, Suite 210
Wakefield, Massachusetts 01880
January 1, 2017
BY E-MAIL AND OVERNIGHT MAIL
Ancora Catalyst Fund LP
c/o Ancora Advisors, LLC
6060 Parkland Boulevard, Suite 200
Cleveland, Ohio 44124
Attn: Frederick DiSanto
Re: Notice of Proposed Action by Written Consent of Stockholders
Dear Mr. DiSanto:
Reference is hereby made to that certain letter, dated December 22, 2016, from Ancora Catalyst Fund LP, a Delaware limited partnership (Ancora), to Edgewater Technology, Inc., a Delaware corporation (the Company), delivering Ancoras Notice of Proposed Action by Written Consent of Stockholders (the Ancora Notice).
As requested by Ancora in the Ancora Notice, and acting pursuant to Article I, Section 9 and Article V, Section 5 of the Companys Amended and Restated By-laws (the By-laws) and Section 213 of the Delaware General Corporation Law (the DGCL), the Board of Directors of the Company, acting by unanimous written consent dated as of January 1, 2017, has fixed the close of business on January 11, 2017 as the record date for purposes of determining the holders of record of the Companys Common Stock, $0.01 par value per share, eligible to consent in writing pursuant to Article I, Section 9 of the By-laws and Section 228 of the DGCL with respect to the Consent of Stockholders of Edgewater Technology, Inc. to Action Without A Meeting dated December 22, 2016 and delivered to the Company by Ancora on that date.
Very truly yours, | ||
EDGEWATER TECHNOLOGY, INC. | ||
By: | /s/ Timothy R. Oakes | |
Name: Timothy R. Oakes | ||
Title: Chief Financial Officer, Treasurer and Corporate Secretary |
cc: | Steve Wolosky, Esq., Olshan Frome Wolosky LLP |
Aneliya S. Crawford, Esq., Olshan Frome Wolosky LLP
Additional Information
In connection with the consent solicitation initiated by Ancora Catalyst Fund, LP and other parties (collectively, Ancora), Edgewater Technology, Inc. (the Company) may file a consent revocation statement and other documents regarding the Lone Star proposals with the Securities and Exchange Commission (the SEC) and may mail a consent revocation statement and a consent revocation card to each stockholder of record entitled to deliver a written consent with respect to the Lone Star proposals. STOCKHOLDERS ARE ENCOURAGED TO READ ANY CONSENT REVOCATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The final consent revocation statement, if any, may be mailed to stockholders. Investors and stockholders will be able to obtain the documents free of charge at the SECs website, www.sec.gov, from Edgewater at its website, www.edgewater.com, or 200 Harvard Mill Square, Suite 210, Wakefield, Massachusetts 01880, Attention: Corporate Secretary.
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of consent revocations in connection with the Ancora proposals. Information concerning the Companys participants is set forth in the proxy statement, dated April 25, 2016, for its 2016 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of the Company in any solicitation of consent revocations in connection with the Lone Star proposals and other relevant materials, if any, will be filed with the SEC when they become available.
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