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Consolidated-Tomoka asks shareholder to withdraw nominations, review proposal

Consolidated-Tomoka Land Co. is asking Wintergreen Advisers LLC to withdraw its notice to nominate directors to the company's board, as well as its proposal calling for the company to implement a strategic review process.

In a Dec. 1 letter sent to Wintergreen's board of directors, Consolidated-Tomoka Chairman Laura Franklin said the company's board believes both moves are "calculated efforts" by Wintergreen to deal with its own problems and are not in the best interest of Consolidated-Tomoka shareholders. Instead, the company should pursue its business plan unhampered by the "unwarranted distraction" and cost of a second strategic review or another proxy fight.

Franklin said Consolidated-Tomoka shareholders have realized a more than 90% total return on investment over the last five years and a nearly 30% return since the close of the previous strategic review in 2016, while the company has increased the diversity of its board in terms of background and experience.

Franklin said the company remains open to discussions with Wintergreen, adding that it would contact the shareholder in the coming weeks to schedule a meeting.

Wintergreen nominated David Winters, Elizabeth Cohernour and Evan Ho for election to Consolidated-Tomoka's board and proposed the company engage an independent adviser to help evaluate a sale, liquidation or other options to maximize stockholder value. The shareholder is requesting both proposals be put to a vote at the company's 2018 annual shareholder meeting.