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OneSpan Inc. (OSPN) Details Progress on Ongoing Transformation and Highlights Strength of Refreshed Board of Directors in New Investor Presentation

May 20, 2021 9:16 AM EDT

OneSpan Inc. (NASDAQ: OSPN), the global leader in securing remote banking transactions, today shared a detailed investor presentation that highlights the progress the Company has made transitioning from a hardware-centric technology company to a recurring revenue, software-based trusted identity solutions business under the oversight of its engaged Board of Directors. The presentation also addresses the ever-changing and misguided rationale for the campaign being carried out by Legion Partners Holdings, LLC (together with its affiliates, “Legion”) to replace half of OneSpan’s independent directors.

OneSpan urges stockholders to review the presentation and vote on the BLUE proxy card “FOR” ALL of the Company’s director nominees at its upcoming annual meeting, scheduled to be held on June 9, 2021.

Highlights from the presentation include:

OneSpan has been successfully executing a multi-year transformation to become a trusted identity solutions provider.

  • Over the course of the past three years, OneSpan has evolved its portfolio of solutions and reallocated resources to meet the needs and demands of its customers and seize opportunities in the market.
  • The addition of multiple cloud-based security solutions has provided new growth and cross-selling opportunities and enabled the creation of more durable, diverse and recurring revenue streams.
  • As its business model has changed, OneSpan has introduced new metrics to highlight the strength of its performance and provide additional transparency to investors.

The Company’s transformation is driving results and delivering value for stockholders.

  • OneSpan’s transformation has positively impacted financial results – delivering 2020 Annual Recurring Revenue of $104 million, representing 29% growth over 2019, and improved margins.
  • OneSpan’s stock price has increased by more than 70% over the past three years as our transformation has taken place, exceeding the median of our peer group and broader market indices.1

The OneSpan Board has been proactively refreshed with new directors who bring skills and experience that fit OneSpan’s evolving business composition.

  • OneSpan’s Board has recruited six new independent directors to the Board in the last two years (five of whom remain on the Board), including five directors with current or recent executive experience at leading software and cloud-based businesses, most of whom also have experience providing solutions to financial services customers, a key market for OneSpan.
  • OneSpan’s strong governance, bolstered by an independent Chairman and a diverse Board, helps ensure that the Company’s culture, strategy and compensation are aligned with stockholder priorities.
  • The Board and its Finance and Strategy Committee regularly evaluate OneSpan’s capital allocation and business configuration for opportunities to further enhance value, including conducting a robust review of alternatives for its OneSpan Sign eSignature product line. Legion, which once demanded that OneSpan sell OneSpan Sign, has seemingly dropped its claim that the product line is not of “significant strategic importance” to OneSpan.

Legion’s proxy fight campaign was originally premised on the demand that OneSpan “commence a strategic review of the Hardware segment” – which was based on spreadsheet math, not real-world market dynamics – and which Legion has seemingly also dropped this week.

  • Contrary to Legion’s characterizations, OneSpan does not have a “Hardware segment” or a “Hardware business.” Hardware-based authentication remains integral to our authentication solutions and is used by more than half of OneSpan’s 200 largest customers, almost always in tandem with OneSpan’s mobile authentication solutions and combined server or cloud software.
  • Selling the hardware component of our authentication solutions would greatly hinder OneSpan’s ability to serve current customers and compete for new business – ultimately destroying value and customer relationships.

Legion has had a revolving door of suggestions that today includes virtually no actionable strategy or operational ideas; Legion’s campaign now rests on the thin (and misguided) recommendation that the Board “fix the stock.”

  • Legion has avoided accountability for its ill-conceived suggestions – each of which OneSpan has investigated thoroughly.
  • Legion regularly criticizes OneSpan regardless of what the Company does: when OneSpan acts without Legion, when it acts in response to Legion or when it reviews and determines not to accept a Legion suggestion.

Legion’s proxy contest is unnecessary, and its nominees would not bring additive skills to the Board.

  • OneSpan has engaged with Legion in more than 40 meetings and calls. We have adopted recommendations from our stockholders, including Legion, when they have made sense.
  • Despite Legion’s suggestion that OneSpan add additional cloud experience to the Board, Legion has only nominated one candidate with executive experience in a cloud-based software company, and Legion ignores the vastly more relevant experience of our Board, which includes six cloud-based business executives.
  • Legion’s personal attacks on our current directors are littered with false, misleading and irrelevant statements, and reflect a disregard for truth and transparency.

OneSpan’s Board continues to urge stockholders to vote on the BLUE proxy card “FOR” ALL of our highly qualified and experienced director nominees.

The investor presentation, as well as other important information related to OneSpan’s annual meeting, can be found at OneSpanValue.com.



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