agilysysdfan14a-020810.htm
SCHEDULE
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REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AGILYSYS,
INC.
(Name
of registrant as specified in its charter)
MAK
Capital Fund LP,
Paloma
International L.P.,
Sunrise
Partners Limited Partnership,
MAK
Capital One LLC,
MAK
GP LLC,
Trust
Asset Management LLP,
Michael
A. Kaufman,
S.
Donald Sussman,
and
R.
Andrew Cueva
(Name
of person(s) filing proxy statement, if other than the registrant)
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(3)
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TWO
MAJOR PROXY ADVISORY FIRMS RECOMMEND SHAREHOLDERS
VOTE
FOR MAK CAPITAL’S PROPOSAL TO INCREASE STAKE
IN
AGILYSYS
RiskMetrics
and Proxy Governance Advise that Approval is in the Best Interests
of
Shareholders
New York, NY, February 8, 2010
–MAK Capital Fund LP and Paloma International L.P., the parent of Sunrise
Partners Limited Partnership, and other related entities (collectively, the “MAK
Group”) today announced that RiskMetrics Group and Proxy Governance, Inc., two
of the leading independent proxy voting and corporate governance advisory firms,
have recommended that shareholders of Agilysys, Inc. (NasdaqGS: AGYS) use MAK
Group’s BLUE proxy card to vote FOR the MAK Group’s proposal
seeking approval to acquire additional shares of Agilysys to increase their
stake in the Company to 20% or more but less than 33 1/3% under Ohio
law.
Michael
A. Kaufman, the managing member of MAK Capital One LLC, commented, “We are very
pleased that RiskMetrics and Proxy Governance have carefully reviewed our
intentions and recommend voting for our proposals.”
RiskMetrics
and Proxy Governance, in their analyses, noted:
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“[T]he
lengths which MAK has gone (including the commitment to not seek control
of the board and the voting trust agreement removing its potential
blocking interest with respect to strategic and non-strategic
transactions) appear to be in the best interests to
shareholders.” (RiskMetrics)
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“[W]e
believe the increase in market demand would likely provide significant
liquidity for the company’s shares and resilient support for share prices.
Given that MAK Capital has voluntarily implemented significant constraints
on its voting control over any additional shares it purchases, we believe
shareholder support for the proposal is merited by the positive economics
likely to result from a control share acquisition.” (Proxy
Governance)
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“In
this case we note that MAK Capital has demonstrated a remarkable
willingness to give up much of the additional voting power which would
ordinarily come with an increased economic stake, eliminating its ability
to single-handedly block a transaction and effectively giving up most of
the increase in voting control.” (Proxy
Governance)
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“[RiskMetrics]
underscores that while MAK is Agilysys’ largest shareholder, (owning 19.2
percent and approximately twice as much as the next largest holder) it
only has one director on the board. . . . Consequently, it does not appear
that MAK is attempting to exert undue influence on the
board.” (RiskMetrics)
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The
special meeting of Agilysys shareholders to vote on the MAK Group’s proposals
will be held on February 18, 2010. RiskMetrics and Proxy Governance
also recommend that Agilysys shareholders vote FOR the MAK Group’s proposal
to adjourn the special meeting if the MAK Group needs to solicit additional
votes in support of its proposals.
A
copy of the MAK Group’s final proxy statement is available at www.sec.gov or at
www.ourmaterials.com/MAK. If
Agilysys shareholders have any questions, or need further information, please
contact the MAK Group’s proxy solicitor, MacKenzie Partners, Inc., toll-free at
800-322-2885.
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Contacts:
Media:
MacKenzie
Partners, Inc.
Larry
Dennedy/Daniel Sullivan, 212-929-5500