Starboard Delivers Open Letter to Mercury Systems' Board of Directors

Rhea-AI Summary

Starboard Value LP, a major shareholder of Mercury Systems (MRCY) with a 7.33% stake, has expressed concerns over the company's recently adopted shareholder rights plan. In a letter to the board dated January 13, 2022, Starboard urged the elimination or revision of the Rights Plan, which they believe does not serve shareholders' best interests. They recommend raising the ownership threshold that triggers the plan from 7.5% to 15% and suggest putting the plan to a shareholder vote. Starboard remains optimistic about the company's future value creation.

Positive

• Starboard Value LP holds a significant 7.33% stake in Mercury, indicating strong shareholder interest.
• Starboard believes there is substantial value creation potential within Mercury Systems.

Negative

• Starboard opposes the current shareholder rights plan, viewing it as unfavorable for shareholders.
• The company adopted the Rights Plan shortly after Starboard's involvement, raising concerns about management's responsiveness to shareholder interests.

NEW YORK, Jan. 13, 2022 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), one of the largest stockholders of Mercury Systems, Inc. ("Mercury" or the "Company") (Nasdaq: MRCY), with an ownership interest of approximately 7.33% of the Company's outstanding shares, today delivered an open letter to the board of directors of the Company raising its significant concerns with the Company's recently adopted shareholder rights plan (the "Rights Plan") and asking the Company to immediately eliminate, or alternatively, revise the Rights Plan. The full text of Starboard's open letter to Mercury's board of directors follows and can also be viewed at the following link:

https://www.starboardvalue.com/wp-content/uploads/Starboard_Value_LP_Letter_to_MRCY_Board_01.13.2022.pdf

January 13, 2022

Mercury Systems, Inc.
50 Minutemen Road
Andover, MA
Attn: Board of Directors

Dear Members of the Board,

As you are aware, we are shareholders of Mercury Systems (the "Company") and currently own 7.33% of the Company. We appreciate the conversations over the past several months with the Company's management team and continue to believe there is a substantial value creation opportunity at the Company.

We are writing to you today in regards to the shareholder rights plan (the "Rights Plan") the Company adopted on December 27, 2021. We believe the Rights Plan is not in the best interests of the Company's shareholders.

We ask that you immediately eliminate the Rights Plan. Alternatively, if the Company is unwilling to fully remove the Rights Plan, we would expect the Company to, at the very least, (1) raise the ownership threshold which triggers the Rights Plan from 7.5% (or 10% in the case of a passive investor) to 15% for all shareholders and (2) thereafter put the Rights Plan to a vote of all shareholders.

We are available at your convenience to discuss this matter further. As we noted, we believe there is a bright future for the Company and its stakeholders and we look forward to continuing to engage with you to help unlock this value.

Sincerely,

Jeffrey C. Smith
Managing Member
Starboard Value LP

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard seeks to invest in deeply undervalued companies and actively engage with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

Investor contacts:

Gavin Molinelli, (212) 201-4828
Prithvi Reddy, (212) 201-6231
www.starboardvalue.com

View original content:https://www.prnewswire.com/news-releases/starboard-delivers-open-letter-to-mercury-systems-board-of-directors-301460895.html

SOURCE Starboard Value LP

FAQ

What are the concerns raised by Starboard regarding Mercury Systems' shareholder rights plan?

Starboard expressed that the shareholder rights plan adopted by Mercury is not in the best interests of shareholders and recommended its elimination or revision.

What changes does Starboard propose for the shareholder rights plan at Mercury Systems?

Starboard proposes raising the ownership threshold that triggers the rights plan from 7.5% to 15% and putting the plan to a shareholder vote.

How much of Mercury Systems does Starboard own?

Starboard Value LP owns approximately 7.33% of Mercury Systems' outstanding shares.

When did Starboard deliver its open letter to Mercury Systems' board?

Starboard delivered its open letter to the board on January 13, 2022.

What is the current stock symbol for Mercury Systems?

The stock symbol for Mercury Systems is MRCY.