Track topics on Twitter Track topics that are important to you
PHILADELPHIA, July 17, 2015 (GLOBE NEWSWIRE) -- Hill International (NYSE:HIL), the global leader in managing construction risk, today issued amended proxy materials, including a letter to its stockholders, in advance of the company's Annual Stockholders Meeting scheduled for Friday, August 7, 2015. The letter summarizes Hill's long-term track record of growth, its outlook for record revenues and EBITDA in 2015, and management's commitment to delivering long-term and sustainable shareholder value. The letter also outlines the superior qualifications of Hill's Board nominees, and calls into question the qualifications and track record of the nominees put forth by activist Bulldog Investors. Copies of the amended proxy materials and the stockholder letter have been filed with the Securities and Exchange Commission. The text of the letter follows:
July 17, 2015
Dear Fellow Stockholder:
On August 7, 2015, Hill International, Inc. ("Hill") will be holding its Annual Stockholders Meeting in Philadelphia. This will be my first Annual Meeting as Hill's CEO, a position I have held for a little more than six months. As a fellow shareholder, I am happy to report that during this brief period, our share price has increased nearly 36%, driven by double-digit revenue growth, a return to profitability and one of the highest backlogs in our history. Despite such strong performance, we are under attack by an activist investor who is primarily interested in a fire-sale of the Company instead of allowing long-term investors to benefit from our strong financial performance. In advance of this meeting, it is imperative that you understand the facts about the activist proxy campaign initiated by Bulldog Investors ("Bulldog").
Hill's Board of Directors strongly opposes Bulldog's nominations and its proposals which relate solely to forcing a sale of our company. We believe that Bulldog's nominees have little to no understanding of our business and industry and, as such, would deliver no added value to our company or its stockholders.
The Board also has serious concerns about the qualifications of the people nominated by Bulldog. Bulldog's nominees have in the past violated certain securities laws. Moreover, another company on whose board they currently serve has been investigated by federal agencies including the IRS Criminal Division, and has been the subject of litigation focused on the suppression of shareholder rights. These are clearly not individuals that should serve on Hill's Board.
Please support Hill's Board nominees by voting and returning
the WHITE proxy card. Your vote is extremely important,
and we ask that you consider the following:
Hill's Board and management team have the right plan in place to deliver long-term and sustainable value to our stockholders, as evidenced by the following:
Hill is Focused on Revenue Growth: We Have Achieved Substantial
Long-Term Growth in Revenues and Are Forecasting Record Revenues in 2015
A chart of Hill's consulting fee revenue is available at http://media.globenewswire.com/cache/7727/file/35698.pdf
Hill is Focused on EBITDA Growth: EBITDA is
Growing Significantly Faster than Revenues
A chart of Hill's EBITDA is available at http://media.globenewswire.com/cache/7727/file/35699.pdf
Hill is Focused on Debt Reduction and
Strengthening its Balance Sheet
Why Hill's Nominees are the RIGHT Choice
Both Camille and Brian are strong, independent directors, who have served with distinction on Hill's Board for many years, and they have earned the trust and respect of Hill's other directors as well as its management team. The company believes that, given the wealth of talented women in the business community, diversity is an important consideration for board membership. As the only woman on Hill's Board, Camille brings not only her 30 years of legal and business experience but a diversity that beneficially serves the long-term strategic goals and direction of our company. We strongly recommend that you vote for the reelection of Camille and Brian to our Board.
Why Bulldog's Nominees are the WRONG Choice
Securities Law Violations
Poor Track Record of Adding Value
Aside from the above reasons that the Bulldog nominees should not serve on Hill's Board of Directors, they simply have not presented any new ideas to add shareholder value, other than attempting to force the sale of our company at the worst possible time. What, if anything, will Goldstein and Dakos do differently than the current Board to grow the business and create long-term shareholder value? We don't know because they have offered no such ideas. They, as recent investors, seem to be only interested in forcing a sale of our company to maximize their short-term return. Considering the anticipated growth in our business and our expectation of record revenues and record EBITDA this year, we don't believe that is what is in the best interests of our company or its stockholders.
Make the RIGHT Choice – Vote the WHITE Proxy Card
Unlike Bulldog, your Board's interests lie solely with enhancing near- and long-term shareholder value. To that end, the Board voluntarily terminated the stockholder rights plan it had adopted in response to an unsolicited and inadequate takeover offer. We listened closely to our stockholders—many of whom were against the plan—and came to the conclusion that the benefits of the rights plan were outweighed by the concerns of our investors.
The Board and management of Hill are committed to enhancing the long-term value of your investment. Any involvement by Bulldog would serve as a costly and unnecessary distraction by two individuals with no relevant operational or industry experience, and an agenda that we view as being driven by short-term gains at the expense of long-term value creation.
Your vote is very important to us. No matter how many shares of Common Stock you own, please vote FOR the election of both of our nominees—Camille Andrews and Brian Clymer—and in accordance with our recommendations on all other proposals on the agenda for the 2015 Annual Meeting.
On behalf of Hill's Board of Directors and management team, we appreciate the continued support of you and our other fellow stockholders as we build value together.
David L. Richter
President and Chief Executive Officer
Please vote the enclosed WHITE proxy form today!
If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed WHITE voting form for instructions on how to vote electronically. It is fast and cost-free. You may also vote by signing, dating and returning the enclosed WHITE voting form in the postage-paid envelope that has been provided.
Please do not return any proxy card sent to you by Bulldog Investors ("Bulldog") or Opportunity Partners, L.P. Not even to vote Against them. Doing so may cancel your vote in favor of the Company. In fact, please discard anything you receive from Bulldog. If you have already returned a proxy card from Bulldog, you have every right to change your vote by voting a later-dated WHITE proxy card. Please do so today.
If you have any questions or require any assistance with voting of your shares please contact our proxy solicitor Alliance Advisors at the address set forth below.
If you have any questions, require assistance in voting your WHITE proxy card,
or need additional copies of Hill International's proxy materials, please call
Alliance Advisors LLC at the phone numbers listed below.
ALLIANCE ADVISORS LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
Shareholders Call Toll-Free: (888) 991-1290
Banks and Brokers Call Collect: (973) 873-7721
Earnings before interest, taxes, depreciation and amortization ("EBITDA") is not a measure of financial performance under generally accepted accounting principles ("GAAP"). Management believes EBITDA, in addition to operating profit, net income and other GAAP measures, is a useful indicator of Hill's financial and operating performance and its ability to generate cash flows from operations that are available for taxes, capital expenditures and debt service. Investors should recognize that EBITDA might not be comparable to similarly-titled measures of other companies. This measure should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP. A reconciliation of EBITDA to the most directly comparable GAAP measure in accordance with SEC Regulation S-K follows:
|Years Ended December 31|
|Net (loss) earnings attributable to Hill||-6,017||-28,217||1,629||-10,879|
|Depreciation and amortization||15,640||12,430||10,756||9,823|
This document contains forward-looking statements which may be identified by their use of words like "plans," "expects," "will," "believes," "intends," "estimates," "projects," "anticipates" or other words of similar meaning. All statements that address expectations or projections about the future, including statements about the Company's strategy for growth, market position, anticipated benefits of the Company's cost optimization program, timing of anticipated benefits from the Company's cost optimization program, outcome of contingencies, such as financial results, are forward looking statements. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the Company's control. In addition to the risk factors set forth in our most recent Form 10-K, some of the important factors that could cause the Company's actual results to differ materially from those projected in any such forward-looking statements are: modifications and termination of client contracts; control and operational issues pertaining to business activities that we conduct pursuant to joint ventures with other parties; difficulties we may encounter in implementing our acquisition strategy; difficulties we may encounter in implementing our cost optimization plan; the need to retain and recruit key technical and management personnel; and unexpected adjustments and cancellations related to our backlog. The Company undertakes no duty to update any forward-looking statements as a result of future developments or new information.
Additional Information and Where to Find It
The Company has filed a definitive proxy statement with the SEC in connection with the solicitation of proxies for its 2015 Annual Meeting of Stockholders. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS), THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Hill, its directors, and certain executive officers may be deemed to be participants in the solicitation of proxies from Hill stockholders in connection with the matters to be considered at the Company's 2015 Annual Meeting. Information about Hill's directors and executive officers is available in Hill's definitive proxy statement (including any amendments and supplements) for its 2015 Annual Meeting. To the extent holdings of Hill's securities by such directors or executive officers have changed since the amounts printed in the proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement (including any amendments and supplements) and, to the extent applicable, will be updated in other materials to be filed with the SEC in connection with the Company's 2015 Annual Meeting. Stockholders may obtain a free copy of the proxy statement and other documents that the Company files with the SEC (when available) from the SEC's website at www.sec.gov or the Company's website at www.hillintl.com, in the "Investor Relations" section.
The Hill International, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5733NEXT ARTICLE
The Top 100 Pharmaceutical Companies
Top 10 biotech and pharmaceutical companies worldwide based on market value in 2015 2015 ranking of the global top 10 biotech and pharmaceutical companies based on revenue (in billion U.S. dollars) Johnson & Johnson, U.S. 74...