Ocean Power Technologies Inc (NYSE-A:OPTT) (OPT) has said the company is committed to driving value sustainably in the best interests of all its shareholders as it sought to fight a proxy contest from Paragon Technologies which has a 3.9% stake in the company.
In a statement, OPT expressed disappointment that Paragon had made misleading and distracting public statements regarding its performance and leadership and is now threatening to pursue an expensive proxy contest against OPT.
“We believe Paragon is seeking to advance a self-interested agenda, to the detriment of all other OPT shareholders. Having reviewed Paragon’s track record targeting other public companies, we strongly believe that Paragon’s ultimate goal is to take control of OPT and its assets without paying our shareholders a control premium,” the company said.
The renewable power company said Paragon had demanded, through a letter dated May 19, the addition of three Paragon directors to its board, ensuring immediate control of 50% of the board. Paragon also asked that three directors resign prematurely.
“Since then, we have sought to constructively engage with Paragon, and on June 6, 2023, we offered to arrange for our Nominating and Corporate Governance Committee to review Paragon’s director candidates to assess their qualifications,” OPT said.
Paragon was completely dismissive of the vetting and governance processes, it added.
OPT said its board comprises six highly qualified directors, five of whom were appointed in the last three years.
The company said it does not believe Paragon is genuinely interested in engaging around alternative strategies for improving the company and shareholder returns, which is evident by the continuation of Paragon’s misleading public comments as well as its unwillingness to allow OPT to vet and interview its director candidates.
“Paragon ignores the fact that our long-term growth strategy is working, as demonstrated by material year-over-year increases in both orders and revenue,” it said.
The company noted that the Annual Meeting of Shareholders for 2023 has not been scheduled and that OPT shareholders are not required to take any action at this time.
OPT provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets.
Contact the author at jon.hopkins@proactiveinvestors.com