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Provides Details Regarding Boards Review of All Paths to Create Value for Stockholders


GlobeNewswire Inc | Mar 31, 2021 05:07PM EDT

March 31, 2021

Provides Details Regarding Boards Review of All Paths to Create Value for Stockholders

Addresses Many of Ancoras False and Misleading Claims

Describes Ancoras Overreaching Campaign to Replace Nearly Half ofBlucoras Independent Directors

Urges Stockholders to Vote FOR ALL of Blucoras Highly Qualified DirectorsUsing BLUE Proxy Card

DALLAS, March 31, 2021 (GLOBE NEWSWIRE) -- Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled, tax-focused financial solutions, today published a detailed investor presentation, describing the Companys increasing momentum and measurable improvement under the leadership of the current Board and management team. The presentation outlines why the Board urges all stockholders to vote FOR ALL of the Companys highly qualified director candidates using the BLUE proxy card at the upcoming 2021 annual meeting of stockholders, scheduled to be held on April 21, 2021.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/47c31deb-9c2d-4cb6-a05c-a2fab8a9fd6b

The investor presentation also provides information on the extensive work performed by the Blucora Board and its financial advisors over the course of the last year in assessing Blucoras strategy and business configuration.

Key highlights from the presentation include:

-- The Blucora Board took decisive action in late 2019 and early 2020 to replace the CEO and CFO, refresh the Board of Directors and oversee the refinement of the Companys strategy for each of its businesses. Since early 2020, nearly the entire Blucora senior management team has been changed, including the appointment of a new CEO and CFO. Under the Boards oversight, the rebuilt team has developed and is executing a number of new strategic initiatives that the Board believes will strengthen each of the businesses and lead to sustainable and profitable growth. Further, the Board recognizes the value of refreshing itself and, since March 2020, has added four directors with highly relevant skills and experience in wealth management, tax preparation, software, strategy, marketing, turnaround and public company leadership. Today the Board is comprised of highly qualified, independent directors who are focused on maximizing value. -- The Board believes that Blucora is now executing a strategy that will create significantly greater value than Ancoras poorly conceived plan. In the Tax Preparation business, the Company is taking actions to drive increased functionality and usability while attracting new customers through improved marketing efforts. In the Wealth Management business, the Company is integrating its three core acquisitions, driving efficiencies and increasing the retention of key Financial Professionals in targeted market segments. The Board believes that the stock price significant outperformance during the last six months is a reflection that investors understand and appreciate the opportunities inherent in Blucoras business and strategy. -- Blucoras Board continues to actively review all available strategy and business configuration alternatives with the assistance of leading independent financial advisors. Throughout 2020 and the first quarter of 2021, the Blucora Board has met numerous times to refine the Companys strategy and address challenges related to the COVID-19 pandemic. The Board has also actively evaluated strategic alternatives and the optimal timing for executing on those alternatives, with the assistance of independent financial advisors, and continues to review the best way to maximize value for all Blucora stockholders. -- Ancoras campaign is built on misleading descriptions of the Companys directors and faulty assumptions about the Boards efforts. Ancora has intentionally mischaracterized the qualifications of Blucoras nominees and made false claims about the Boards interactions with Ancora. For example, Ancora conveniently omits the fact that an independent director of the Company sent five emails to Ancoras candidates and only received one (non-)response. Moreover, Ancoras assumption that the Blucora Board has refused to consider or has rejected various strategic alternatives is false, and the Board remains open to any avenue of value creation. The Board does not believe that Ancoras plan to sell TaxAct in the near term will maximize value for stockholders. The downside of an immediate TaxAct sale is compounded by the challenges of deploying the proceeds effectively. -- If successful, Ancoras campaign would lead to the replacement of highly qualified incumbent directors with candidates who do not seem to add any relevant skills or experience to the Board. Ancora is seeking to replace the former CFO of TIAA-CREF, one of the worlds largest asset managers, with the CFO of a local, private HVAC company. Ancora is also asking stockholders to replace the former Chief Technology Officer of Morgan Stanley Dean Witter, one of the worlds most successful wealth managers, with the head of marketing of a hedge fund. We do not believe these changes, or the others that Ancora is promoting, are in the interest of the Company or its stockholders. In short, the Board believes that Ancoras nominees are ill-suited to serve on Blucoras Board and that replacing the Companys existing directors with Ancoras selected nominees would result in a significant loss to the Boards capabilities. -- Mr. DiSanto, the CEO of Ancora and one of its nominees, is over-boarded, is conflicted and has engaged in conduct that resulted in Ancoras being censured by the Securities and Exchange Commission. Mr. DiSanto serves on three public boards and is the CEO of two companies, including a public company and a wealth manager that competes for financial professionals with Blucora. It also appears that Mr. DiSanto made improper donations to politicians that would have influence over Ohio pension funds, which led to a censure and $100,000 fine for Ancora. We do not believe Mr. DiSanto is an appropriate Board member for Blucora.

Blucora urges stockholders to support the refreshed Blucora Board and its actions to maximize value by voting FOR ALL nominees on the BLUE proxy card.

The presentation and other important information related to the Annual Meeting can be found at VoteBlucora.com.

If you are a stockholder and have questions, need assistance in voting your shares, or wish to change a prior vote, please contact:

D.F. King & Co., Inc.48 Wall Street, 22nd FloorNew York, New York 10005Brokers and Banks Call Collect: (212) 269-5550All Others Call Toll-Free: (866) 388-7535Email: BCOR@dfking.com

REMEMBER: Simply discard anywhiteproxy card you may receive from Ancora. Blucoras Board does not endorse any of Ancoras nominees, andwe urge you NOT to submit any vote using Ancoras white proxy card, even as a protest vote. Voting to WITHHOLD with respect to any of Ancoras nominees on a white proxy card sent to you by Ancora is not the same as voting FOR the Boards nominees on the BLUE proxy card because a vote to WITHHOLD with respect to any of Ancoras nominees on its white proxy card will revoke any BLUE proxy you may have previously submitted.

Important Additional Information and Where to Find It

The Company has filed a definitive proxy statement, an accompanying BLUE proxy card and other relevant documents with the SEC in connection with the solicitation of proxies for the Companys 2021 annual meeting of stockholders. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, INCLUDING ANY AMENDMENTS AND SUPPLEMENTS THERETO, AND ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain a copy of the Companys definitive proxy statement and other documents filed by the Company with the SEC free of charge from the SECs website at www.sec.gov. In addition, copies will be available at no charge by selecting SEC Filings under Financial Information in the Investors tab of the Companys website at www.blucora.com.

About Blucora

Blucora, Inc. (NASDAQ: BCOR) is on the forefront of financial technology, a provider of data and technology-driven solutions that empower people to improve their financial wellness. Blucora operates in two segments including (i) wealth management, through its Avantax Wealth Management brand, with a collective $83 billion in total client assets as of December 31, 2020, and (ii) tax preparation, through its TaxAct business, a market leader in tax preparation software with approximately 3 million consumer and more than 23,000 professional users in 2020. With integrated tax-focused software and wealth management, Blucora is uniquely positioned to assist our customers in achieving better long-term outcomes via holistic, tax-advantaged solutions. For more information on Blucora, visit www.blucora.com.

Contacts

Investors:Geoffrey Weinberg / Rick GrubaughD.F. King & Co., Inc.(866) 388-7535BCOR@dfking.com

Media:Dan Gagnier / Jeffrey MathewsGagnier Communications(646) 569-5897Blucora@gagnierfc.com







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