Driver Management Company LLC (“Driver” or “we”), the manager of an investment partnership that holds more than 5% of the outstanding shares of First United Corporation (“First United” or the “Company”) (NASDAQ: FUNC), today released the below letter in response to the Company’s February 6 public letter that mischaracterizes recent events. A copy of the letter and information regarding Driver’s case for change at First United is available at www.RenovateMyBank.com.
Below is the full text of the letter sent to First United’s lead independent director, John McCullough.
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February 7, 2020
First United Corporation
19 South Second Street
Oakland, MD 21150
Attn: Mr. John McCullough
Mr. McCullough,
We believe your letter dated February 6 represents nothing more than a disingenuous, misleading attempt to disparage and undercut one of First United Corporation’s (“First United” or the “Company”) largest shareholders. More importantly, we consider your account of our recent attempts to participate in an appropriately-structured meeting in New York City to be egregiously inaccurate, representing further evidence of First United’s persistent disregard for both sound corporate governance and transparent communication with investors.
Before addressing what we believe to be the litany of inaccuracies in your letter, I do want to reiterate that it disturbs us—and other shareholders apparently—that First United treats Driver Management Company (together with its affiliates, “Driver” or “we”) like a reviled adversary undeserving of the respect and honesty one hopes to receive as a top 5 shareholder. All we want is for First United’s Board of Directors (the “Board”) to focus on enhancing shareholder value and take the logical step of exploring a sale to one of the many suitable acquirers capable of paying a meaningful premium in a transaction. Rather than vilifying Driver for wanting these outcomes, the Board should remember it is in place to represent and prioritize the best interests of shareholders—not themselves, management, or any other constituency.
In response to the specific distortions hurled at Driver yesterday, we must correct the record with a few key points:
If you want to speak, please call me at any time. You have my phone number. But if you do, please spare me the false indignation and just get to business. You can start by explaining why the Board will not do what is right by shareholders and at least test the market for a sale.
J. Abbott R. Cooper
Managing Member
Driver Management Company LLC
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About Driver Management Company
Driver employs a valued-oriented, event-driven investment strategy that focuses exclusively on equities in the U.S. banking sector. The firm’s leadership has decades of experience advising and engaging with bank management teams and boards of directors on strategies for enhancing shareholder value. For information, visit www.drivermanagementcompany.com.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Driver Management Company LLC, together with the other participants named herein (collectively, “Driver”), intend to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2020 annual meeting of stockholders of First United Corporation, a Maryland corporation (the “Corporation”).
DRIVER STRONGLY ADVISES ALL STOCKHOLDERS OF THE CORPORATION TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
Participants in the Solicitation
The participants in the proxy solicitation are anticipated to be Driver Management Company LLC (“Driver Management”), Driver Opportunity Partners I LP (“Driver Opportunity”), J. Abbott R. Cooper, Michael J. Driscoll, Ed.D, Lisa Narrell-Mead and Ethan C. Elzen.
As of the date hereof, the participants in the proxy solicitation beneficially own in the aggregate 365,212 shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”). As of the date hereof, Driver Opportunity beneficially owns directly 360,637 shares of Common Stock. Driver Management, as the general partner of Driver Opportunity, may be deemed to beneficially own the shares of Common Stock directly beneficially owned by Driver Opportunity. Mr. Cooper, as the Managing Member of Driver Management, may be deemed to beneficially own the shares of Common Stock directly beneficially owned by Driver Opportunity. As of the date hereof, Dr. Driscoll directly beneficially owns 3,500 shares of Common Stock. As of the date hereof, Ms. Narrell-Mead directly beneficially owns 650 shares of Common Stock. As of the date hereof, Mr. Elzen directly beneficially owns 425 shares of Common Stock.
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1 Source: S&P Global Market Intelligence
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