Legion Partners Issues Letter to Stockholders Responding to OneSpan’s Latest Misleading Statements

Rhea-AI Summary

Legion Partners Asset Management, owning approximately 6.9% (2,790,121 shares) of OneSpan Inc. (Nasdaq: OSPN), issued an open letter to stockholders on May 3, 2021, responding to the Board’s April 26, 2021 letter. Legion Partners has nominated four independent directors for the Board's election at the 2021 annual meeting: Sarika Garg, Sagar Gupta, Michael J. McConnell, and Rinki Sethi. The letter critiques the Board's statements regarding the Company's stock performance, highlighting that OneSpan's stock has significantly underperformed compared to the NASDAQ index.

Positive

• Legion Partners has nominated four independent directors for Board election, potentially enhancing governance.

Negative

• OneSpan's stock price is reported to have significantly underperformed the NASDAQ, raising concerns over management effectiveness.

Legion Partners Asset Management, LLC, which, together with its affiliates (collectively, “Legion Partners” or “Legion”), beneficially owns 2,790,121 shares of common stock of OneSpan Inc. (“OneSpan” or the “Company”) (Nasdaq: OSPN), representing approximately 6.9% of the outstanding stock, today issued an open letter to stockholders in response to the recently published letter by OneSpan’s Board of Directors (the “Board”) on April 26, 2021. Legion Partners has nominated four highly-qualified independent directors for election to the Company’s Board of Directors (the “Board”) at the Company’s 2021 annual meeting of stockholders: Sarika Garg, Sagar Gupta, Michael J. McConnell and Rinki Sethi.

Exhibit 1. Source: Capital IQ (2/24/21-4/16/21)

A full copy of the letter can be found below and here: https://protectonespan.com/

May 3, 2021

Dear Fellow OneSpan Stockholder,

Legion Partners Asset Management, LLC (together with its affiliates, “Legion Partners”, “Legion” or “we”) is a long-term stockholder beneficially owning 2,790,121 shares of common stock of OneSpan Inc. (“OneSpan” or the “Company”) (Nasdaq: OSPN), representing approximately 6.9% of the outstanding stock. We have nominated four highly-qualified independent directors for election to the Company’s Board of Directors (the “Board”) at the Company’s 2021 annual meeting of stockholders (the “Annual Meeting”). In this letter, we seek to clarify a series of misleading statements and claims found in the Board’s recent letter to OneSpan stockholders published on April 26, 2021 (the “Board’s Letter”).

OneSpan’s Stock Price Has Drastically Underperformed the NASDAQ

Do not be misled by the Company’s claims regarding OneSpan’s total shareholder returns (“TSR”). The Board’s Letter states that OneSpan stock has out

FAQ

What percentage of OneSpan's stock does Legion Partners own?

Legion Partners owns approximately 6.9% of OneSpan's outstanding stock.

Who did Legion Partners nominate for OneSpan's Board?

Legion Partners nominated Sarika Garg, Sagar Gupta, Michael J. McConnell, and Rinki Sethi for election to OneSpan's Board.

When is OneSpan's annual meeting of stockholders?

OneSpan's annual meeting of stockholders is scheduled for 2021.

What was Legion Partners' response to OneSpan's Board letter?

Legion Partners issued an open letter addressing misleading claims made by the Board in its letter.

Is OneSpan's stock performance favorable compared to NASDAQ?

No, OneSpan's stock has significantly underperformed the NASDAQ.