OSC Proceedings Against Dynex Director
Dynex Power Inc., a leading, independent power semiconductor company, today announced that, in a matter unrelated to the Company, the Ontario Securities Commission has initiated proceedings against Dynex’s longest standing director Deborah Weinstein
The OSC alleges that Ms. Weinstein, a former director of AiT Advanced Information Technologies Corporation, failed to disclose to the public in a timely manner the 2002 acquisition of AiT by 3M Corporation. The transaction was announced immediately after the requisite Board approval and execution of the definitive agreement on May 23, 2002. Ms. Weinstein believes the board of AiT acted in accordance with well-established merger and acquisition practice at the time to ensure that premature disclosure of an uncertain transaction did not create unrealistic expectations in the marketplace.
The OSC also initiated proceedings against the one management director of AiT and AiT (now 3M) itself who have both settled with the OSC.
There are no allegations of any impropriety, such as insider trading or of any personal gain. Ms Weinstein has advised Dynex that she is unaware of the existence of any facts known to her regarding a possible merger transaction that were unknown to other Board members. Ms Weinstein intends to defend vigorously her judgement and reputation. The hearing is scheduled to commence July 9, 2007.
David Banks, Chairman of Dynex Power Inc., commented “In acknowledging our understanding of the OSC proceedings, we would be remiss if we didn’t also acknowledge Deborah Weinstein as our longest serving and one of our strongest Directors. In addition to the excellent legal advice she has given Dynex, Debbie has provided wisdom about good governance and common sense about commercial matters. We have relied heavily on her good counsel in the process of successfully turning around the financial fortunes of Dynex in the past few years. We are delighted Ms Weinstein is remaining on our board.