Press Release:
Pacific Coast Investment Partners Seeks Removal of the AirNet Systems Board
Press Release
News Article March 2005
- Cites seeming inability of Board of Directors to defend dismal performance record of Joel E. Biggerstaff as AirNet's Chairman, Chief Executive Officer and President.
- Demands immediate confirmation from Board of Directors of its intention to hold annual shareholders meeting timely, or provide business reasons for seeking delay of same.
- Urges Board of Directors to discharge their fiduciary duties to all AirNet shareholders.
SAN DIEGO, April 14 /PRNewswire/ -- Pacific Coast Investment Partners LLC, a private investment firm headquartered in San Diego, California ("Pacific Coast" or "PCI") placed the Board of Directors of AirNet Systems, Inc. (NYSE:ANS) on notice of their intention to seek the removal of the board of directors due to its failure to address serious concerns about AirNet's direction and management.
In its letter to the Board dated as of April 13th, PCI said, "Based on your failure to respond to our letter, we can only assume that the Board is unable or unwilling to address our concerns. For this reason, you have left us with no choice but to immediately seek the Board's removal."
PCI went on to say, "We therefore demand that, consistent with your obligations as directors of a publicly traded company, you advise us within 24 hours of receipt of this letter whether the Board intends to delay the shareholder meeting past the date on which it has customarily been held, and if so, clearly state the business reason for taking such action. Under the circumstances, the Board's refusal or failure to provide this information would be a violation of the company's disclosure obligations. It would also constitute an improper attempt to obstruct PCI and other shareholders from exercising their right to call a special meeting of the shareholders for the purpose of removing the Board as provided by Ohio law."
Finally, PCI in its letter reminded the Board of its fiduciary duties to all AirNet stockholders by saying, "We urge the Board to act in the interests of AirNet's shareholders rather than AirNet's executive directors. We also urge the Board to refrain from any actions that have the effect of preventing shareholders from making fundamental governance decisions, as they are entitled to do under Ohio law. Anything less would be an abdication of the Board's fiduciary duty and a violation of the rules and regulations to which AirNet is subject as a publicly traded company."
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