Investors who say Checkpoint System Inc.'s plan to sell to Canada-based CCL Industries for $443 million, or $10.42 a share, isn't enough, are urging shareholders to vote down the scheme. They say it would underprice the maker of RFID tags and other retail store payment and security systems, and overpay CEO George Babich, giving the former Pep Boys executive a $4.1 million "Golden Parachute" to go away.

Checkpoint's current board, under Chairman Stephen D. Jones, a retired Procter & Gamble executive and consultant,  "unanimously determined that the merger agreement" is "fair" and "in the best interests of Checkpoint," Checkpoint says in its merger proposal here. The company "is heavily dependent on sales to the traditional brick-and-mortar retail market," which is losing ground to online retailers. Checkpoint failed to interest rivals or management-buyout sponsors in a deal until CCL made an offer through Checkpoint's advisers at Morgan Stanley.

Not good enough, the dissidents say. "The Board's decision to sell the Company at this time is illogical," writes Andrew Jones, boss at North Star Partners, which owns 3.9% of Checkpoint, in this letter. "Under George Babich's leadership as CEO, the Company has had numerous accounting restatements and earnings misses, which have driven the stock from a peak of roughly $18.00 per share in October 2013 to less than $8.00 per share" just before the CCL deal announcement earlier this month.

Babich has run Checkpoint since 2012. Checkpoint employs 4,800 worldwide.

"Babich’s abysmal managerial performance, while enormously frustrating for all shareholders, is not a reason to sell the Company," Jones added. "The CCL transaction is poorly conceived and unfairly priced.  We call on the Board to delay any vote on the proposed deal and instead accelerate the annual meeting so that shareholders will have the opportunity to vote on our proposed slate of directors....  Pause the sale process to reevaluate what is the best way forward."

The deal price "is utterly inadequate," affirmed Nelson Obus, founder of Wynnefield Capital, a New York firm that owns 2.1% of Checkpoint shares, in another open letter to fellow shareholders. Checkpoint's "promising future" and "robust" cash flow should command a higher price, not a 25% discount to last March's prices, he added. "Reject this value-destroying transaction" and the board's "shocking decision," he urged.

Obus also complained about the "underserved" $4.1 million "Golden Parachute" payment that Checkpoint CEO George Babich stands to collect if the deal goes through, as the company disclosed in this SEC filing. Three top lieutenants would each collect over $1 million more.

Citing previous pay packages Checkpoint awarded bosses even after they were voted down in a nonbinding shareholder referendum, Obus denounced "the track record of a Board that should not be trusted." He said his firm will "strongly consider" investor North Star Partners' proposal to run an insurgent slate of directors in an attempt to oust Babich's allies and take control of Checkpoint on behalf of other shareholders.