GLENWOOD, Ill., Jan. 11, 2017 /PRNewswire/ -- Landauer, Inc.
(NYSE: LDR), a recognized leader in personal and environmental
radiation measurement and monitoring and outsourced medical physics
services, today announced that the Company has expanded the
Company's Board of Directors from nine to ten directors and
appointed Jeffrey A. Strong to the
Board to fill the resulting vacancy. In conjunction with the
Company's 2017 Annual Meeting of Stockholders, the Board will
recommend for election Mr. Strong and Frank B. Modruson, who is
also standing for election as a new independent director.
Mr. Strong's appointment is part of an agreement with Gilead
Capital LP ("Gilead"), under which Gilead has agreed to withdraw
its slate of director nominees for election at the 2017 Annual
Meeting, to vote for all of Landauer's director nominees, and to
other customary standstill provisions. Pursuant to the
agreement with Gilead, the Company has also agreed to appoint a new
independent director mutually agreeable with Gilead for election at
the 2018 Annual Meeting of Stockholders.
William G. Dempsey, Lead
Independent Director, said, "We appreciate the constructive
dialogue we have had with Gilead and welcome Jeffrey as a new
director. He brings additional expertise to our highly
qualified Board, and we look forward to working together as we
continue to execute on our strategic plan to drive profitability
and stockholder value. We are committed to maintaining a strong,
independent Board and we are confident that the recent changes we
have made provide Landauer with a highly qualified group of
director nominees with the right skills and experience to lead the
Company forward."
Mr. Strong, the Chief Investment Officer, Managing Partner, and
Co-Founder of Gilead, added, "I am pleased to join the Board under
this agreement, which will provide the Company with fresh
perspectives and experience. Gilead is excited about Landauer's
future, and we look forward to working constructively with the
senior leadership team and other directors to maximize Landauer's
long-term value for all stockholders."
The complete agreement between Landauer and Gilead will be
included as an exhibit to the Company's Current Report on Form 8-K,
which will be filed with the Securities and Exchange Commission
("SEC"). Additional details regarding the 2017 Annual Meeting of
Stockholders will be included in the Company's definitive proxy
materials, including an amended proxy card, which will be filed
with the SEC.
Lazard served as financial advisor to Landauer and Sidley Austin
LLP served as the Company's legal advisor.
Jeffrey A. Strong Biography
Jeffrey A. Strong, 39, is the
Chief Investment Officer, Managing Partner, and Co-Founder of
Gilead Capital LP, which beneficially owns 5% of the outstanding
stock of Landauer. Prior to Gilead, Mr. Strong was a Partner and
Senior Analyst at QVT Financial LP, a multi-strategy hedge fund,
where he specialized in active ownership investments and other
global special situations. Before QVT, Mr. Strong served as an
Analyst at Shenkman Capital Management, focusing on high-yield bond
investments in the healthcare, chemical, and telecom industries.
Mr. Strong has served on the Nominating Committee of Fornebu
Utvikling ASA, on the board of Treveria plc, and on the board of
TPC Group Inc., where he was also Chairman of the Compensation and
the Nominating and Governance Committees. He has an M.B.A. from the
College of William & Mary, a B.S.
from the University of Missouri, and is
a CFA® charterholder.
About Landauer
Landauer is a leading global provider of technical and
analytical services to determine occupational and environmental
radiation exposure, as well as the leading domestic provider of
outsourced medical physics services. For more than 50 years, the
Company has provided complete radiation dosimetry services to
hospitals, medical and dental offices, universities, national
laboratories, nuclear facilities and other industries in which
radiation poses a potential threat to employees. Landauer's
services include the manufacture of various types of radiation
detection monitors, the distribution and collection of the monitors
to and from customers, and the analysis and reporting of exposure
findings. The Company provides its dosimetry services to
approximately 1.8 million individuals globally. In addition,
through its Medical Physics segment, the Company provides
therapeutic and imaging physics services to the medical physics
community. For information about Landauer, please visit their
website at http://www.landauer.com.
About Gilead
Gilead Capital LP is an investment adviser focused on long-term
investments in high-quality public small-cap companies in
North America and Europe. Gilead pursues a Leadership Investing
strategy, supporting its portfolio companies by constructively
engaging with management teams and boards of directors to elevate
governance and enhance long-term value for the benefit of all
shareholders.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in
connection with the matters to be considered at the 2017 annual
meeting (the "2017 Annual Meeting") of stockholders of Landauer,
Inc. ("Landauer" or the "Company"). The Company intends to file a
definitive proxy statement and a proxy card with the U.S.
Securities and Exchange Commission (the "SEC") in connection with
any such solicitation of proxies from Landauer stockholders.
LANDAUER STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain any proxy
statement, any amendments or supplements thereto and other
documents filed by the Company with the SEC for no charge at the
SEC's website at www.sec.gov. Copies will also be available at no
charge by writing to the Company at 2 Science Road, Glenwood, Illinois 60425, Attention: Corporate
Secretary.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company's stockholders in connection with the matters to be
considered at the 2017 Annual Meeting. Investors may obtain
information regarding the Company and its directors and executive
officers in the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 2016, which
was filed with the SEC on December 14,
2016, and the Company's preliminary proxy statement for its
2017 Annual Meeting, which was filed with the SEC on January 3, 2017. More detailed information
regarding the identity of potential participants in the
solicitation, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the definitive proxy
statement and other materials to be filed with the SEC in
connection with the 2017 Annual Meeting.
For the latest news releases and other corporate
documents on Landauer, Inc., visit
www.landauer.com
For Further Information Contact:
Michael DeGraff
Sard Verbinnen & Co
Phone: 312.895.4734
Email: mdegraff@sardverb.com
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SOURCE Landauer, Inc.