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Consolidated-Tomoka seeks shareholder support in proxy fight

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Consolidated-Tomoka seeks shareholder support in proxy fight

Consolidated-TomokaLand Co.'s board of directors issued a letter to its shareholders, urgingthem to vote in favor of a proposed common share issuance and the company's slateof directors at the upcoming annual shareholder meeting.

The company has proposed an issuance of additional shares ofcommon stock upon conversion of its 4.50% convertible senior notes due 2020, whichactivist stockholder Wintergreen Advisers LLC plans to oppose.

Additionally, the investor has pushed to oust the company's currentboard and indicated that it plans to vote against the ratification of Grant Thorntonas Consolidated-Tomoka's independent registeredpublic accounting firm and against the proposed compensation for the company's executiveofficers, according to an April 12 news release. The company recommends that shareholderssupport its seven director nominees and vote to approve its accounting firm andexecutive compensation.

With its holdings in Consolidated-Tomoka equating to roughly70x the average daily trading volume of the company's shares, Wintergreen's sharesin the company are relatively illiquid, the company said. At the same time, Wintergreen'snet assets fell to an estimated $700 million at the end of 2015 from $1.5 billionat the beginning of 2015, creating an adverse scenario with regard to its illiquidholdings in Consolidated-Tomoka.

As such, the company said, Wintergreen's goal is to force a saleor liquidation of the company for its own benefit.

In its letter, the company said it will also provide an updateon its strategic reviewat the upcoming meeting.