Your Board believes that the Complaining Minority Stockholders seek to control the future of Calmare - your Company - without paying a control premium for Calmare to you and all remaining stockholders and that the Complaining Minority Stockholders are seeking your support for their attempt to seize control of the Board by advancing a series of arguments based on half-truths and incomplete or just plain misleading arguments about Calmare, including what we perceive to be misleading arguments about the Company’s prospects for future success. With respect to the foregoing, the persons constituting the Complaining Minority Stockholders are not legally required or otherwise obligated to pay a control premium in connection with their solicitation.
We also are concerned that Stanley Yarbro, the spokesman for the Complaining Minority Stockholders, has yet to disclose to you that, as a director of Calmare, he personally approved much of, if not all, of the issues he has raised in the Complaining Minority Statement, including the appointment of, and the compensation paid to, Calmare’s CEO, Conrad Mir, and Mr. Mir’s five-year business plan for the Company. Finally, we believe that Mr. Yarbro lacks the requisite knowledge and experience concerning the Company’s business, products, markets, regulatory pathways, and prospects to be involved in leading the Company. For example:
a) based on Stanley Yarbro’s personal information that has been provided to the Company, we do not believe he is capable of broadening of the Company’s military product sales footprint within the GSA, globally and domestically as he has no experience with the GSA and military contractor requirements;
b) based on Stanley Yarbro’s personal information that has been provided to the Company, we do not believe he is capable of commercializing the Calmare® Pain Therapy Device, globally or domestically, because he has no relevant knowledge or experience beyond his involvement as an outside board member of Calmare; and
c) based on Stanley Yarbro’s personal information that has been provided to the Company, we do not believe he is capable of gaining FDA approval in one or more diagnoses of Calmare’s product as he has no medical device approval experience beyond his involvement with Calmare as an outside director
