NEW YORK, Sept. 4 /PRNewswire/ -- Accipiter Capital Management
announced today that on Friday, August 31, 2007 one of its funds, Accipiter
Life Sciences Fund, LP, which together with its related funds owns an
aggregate of 3,701,647 shares or approximately 14.99% of the common stock
of Rural/Metro, delivered a Notice of Nomination for Election as Directors
at the 2007 Annual Meeting of Stockholder of Rural/Metro Corporation
(Nasdaq: RURL). The Notice, also filed with the Securities and Exchange
Commission on Friday as an exhibit to Accipiter's Schedule 13D amendment,
indicated Accipiter's intent to nominate Mohsin Y. Meghji and Nicole
Viglucci for election as Directors to the Rural/Metro Board at the 2007
annual meeting of stockholders of Rural. The Schedule 13D amendment also
included Accipiter's August 30, 2007 letter to Rural's Board of Directors
detailing issues facing the company and Accipiter's repeated attempts to
communicate with Rural's Board.
Gabe Hoffman, Managing Member of Accipiter Capital Management, stated,
"Accipiter, a long-term, major shareholder owning nearly 15% of the
outstanding shares of RURL is very pleased to put forth Mr. Meghji and Ms.
Viglucci, two highly competent and qualified candidates for election to the
Rural/Metro Board.
"We believe that, with their backgrounds and experience, Mr. Meghji and
Ms. Viglucci will be able to bring fresh insight and initiative to the
Board and promote the maximization of shareholder value for all Rural/Metro
shareholders."
Mr. Meghji, age 42, is a Principal and co-founder of Loughlin Meghji +
Company ("LM+Co"), a New York based financial advisory firm specializing in
advising management, investors and lenders. LM+Co was founded in February
2002. Prior to that, Mr. Meghji spent 11 years with the Global Corporate
Finance Group of Arthur Andersen LLP, most recently as a partner in the New
York office. From May 2002 to December 2004 upon its sale, Mr. Meghji
served on the board of directors of Mariner Health Care Inc., a $1.5
billion publicly-held, integrated health care services provider. He has
also served on the board of directors of Cascade Timberlands LLC and Dan
River, Inc., and currently serves as a director of Anvil Knitwear Inc. Mr.
Meghji graduated with a Bachelor of Business Administration from the
Schulich School of Business of York University in Canada and has completed
the Advanced Corporate Finance Program at the INSEAD Business School in
France.
Ms. Viglucci, age 32, currently serves as a healthcare analyst at
Accipiter Capital Management. She has served in that capacity since July
2005. From April 2002 to March 2005, she served as an analyst at JL
Advisors, LLC, a private investment firm. From May 2000 to April 2002 she
served as an associate at The Carlyle Group, a private global investment
firm that originates, structures and acts as lead equity investor in
management-led buyouts, strategic minority equity investments, equity
private placements, consolidations and buildups, and growth capital
financings.
Mr. Hoffman further stated, "Accipiter has made many attempts to engage
in frank and constructive talks with the Management of Rural/Metro in hopes
of working together toward a common goal of maximizing shareholder value
for all shareholders. These attempts have been completely rebuffed and
rejected. It is only after our efforts to extend an olive branch have been
rejected that we now feel our only course of action is to pursue a
contested election of directors. We find it unfortunate that Rural/Metro's
Management and Board have not announced any substantive steps to prevent
further erosion of shareholder value nor engaged interested shareholders
who wish to present a plan of action to stop the significant damage to
shareholder value."
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Accipiter Life Sciences Fund, LP ("ALS Fund"), together with the other
Participants (as defined below), intend to make a preliminary filing with
the Securities and Exchange Commission ("SEC") of a proxy statement and
accompanying proxy card to be used to solicit votes for the election of a
slate of director nominees at the 2007 annual meeting of stockholders of
Rural/Metro Corporation, a Delaware corporation (the "Company").
ALS FUND ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE
SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR, MACKENZIE PARTNERS, INC. BY TELEPHONE AT 800-322-2885 OR EMAIL
AT PROXY@MACKENZIEPARTNERS.COM.
The participants in the proxy solicitation are anticipated to be
Accipiter Life Sciences Fund (Offshore), Ltd., ("ALS Fund Offshore"),
Accipiter Life Sciences Fund II, LP, ("ALS Fund II"), Accipiter Life
Sciences Fund II (Offshore), Ltd., ("ALS Fund II Offshore"), Accipiter Life
Sciences Fund II (QP), LP, ("ALS Fund II QP") (together with ALS Fund, ALS
Fund Offshore, ALS Fund II, ALS Fund II Offshore, ALS Fund II QP, the
"Accipiter Entities"), Accipiter Capital Management, LLC, ("Accipiter
Management"), Candens Capital, LLC, ("Candens Capital"), Gabe Hoffman,
Nicole Viglucci and Mohsin Y. Meghji. As of the date of this filing, ALS
Fund, ALS Fund II and ALS Fund II QP beneficially owned 745,595, 534,951
and 611,901 shares of Common Stock of the Company, respectively. As the
general partner of each of ALS Fund, ALS Fund II and ALS Fund II QP,
Candens Capital may be deemed to beneficially own the 1,892,447 shares of
Common Stock of the Company collectively owned by ALS Fund, ALS Fund II and
ALS Fund II QP.
As of the date of this filing, ALS Fund Offshore and ALS Fund II
Offshore beneficially owned 749,867 and 1,059,333 shares of Common Stock of
the Company, respectively. As the investment manager of each of ALS Fund
Offshore and ALS Fund II Offshore, Accipiter Management may be deemed to
beneficially own the 1,809,200 shares of Common Stock of the Company
collectively owned by ALS Fund Offshore and ALS Fund II Offshore.
As of the date of this filing Mr. Hoffman may be deemed to beneficially
own 3,701,647 shares of Common Stock collectively owned by the Accipiter
Entities. Mr. Hoffman has sole voting and dispositive power with respect to
the 3,701,647 Shares owned by the Accipiter Entities. Each of Candens
Capital, Accipiter Management and Gabe Hoffman disclaims beneficial
ownership of the shares of Common Stock of the Company owned by the
Accipiter Entities except to the extent of its or his pecuniary interest
therein. Currently, neither Nicole Viglucci nor Mohsin Y. Meghji
beneficially owns any shares of Common Stock of the Company.
SOURCE Accipiter Capital Management
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CONTACT: Dan Burch or Dan Sullivan, both of MacKenzie Partners, Inc., +1-212-929-5940, or 1-800-322-2885, for Accipiter Capital Management
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