Synalloy Urges Shareholders to Discard any Proxy Materials from Privet Fund/UPG Enterprises
Synalloy Shareholders Reminded to Look for the Company’s BLUE Proxy Card for the 2020 Annual Meeting of Shareholders
Shareholders should NOT sign, return or vote any white proxy card sent to you by Privet, UPG and any of their respective affiliates, even as a “protest vote” as only your latest dated proxy card will count at the annual meeting. The Board urges you to DISCARD all white proxy cards and materials sent to you by Privet and UPG.
The Company will soon be sending shareholders definitive proxy materials and a BLUE proxy card with respect to the Annual Meeting. We strongly urge you to wait for and read the Company’s proxy materials in connection with the Annual Meeting and BLUE proxy card before you cast your vote. We look forward to sharing with you in the coming weeks our views about Synalloy’s business as well as in opposition to the Privet’s and UPG’s nominees and proposals, including:
- Your Board has committed to exploring strategic alternatives with a focus on providing liquidity to shareholders, including through a sale of all or parts of the Company, as soon as the markets stabilize from the current global economic and health crisis
- In the meantime, your Board and management team remain focused on maximizing shareholder value through strategy execution and business stabilization as we navigate economic headwinds and the COVID-19 pandemic
After multiple unsuccessful attempts to acquire the Company, Privet has been plotting with UPG to gain control of the Board and business of
Synalloywithout paying shareholders a control premium
- Synalloy’s Board has made numerous attempts over several years to constructively engage with Privet about the Company’s Board and business. Privet has recently ignored all recent collaborative efforts by the Board to reach a constructive resolution.
The Board urges you to wait for and carefully consider the information contained in the Company’s proxy materials and the BLUE proxy card prior to casting your vote in connection with the Annual Meeting.
- DO NOT return the white proxy card sent to you by Privet and UPG
- DO NOT vote by responding to the email solicitations sent to you by Privet and UPG
Should you have any questions, please contact the Company’s proxy solicitor Morrow Sodali:
509 Madison Avenue Suite 1206
Shareholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
This press release includes and incorporates by reference "forward-looking statements" within the meaning of the federal securities laws. All statements that are not historical facts are "forward-looking statements." The words "estimate," "project," "intend," "expect," "believe," "should," "anticipate," "hope," "optimistic," "plan," "outlook," "should," "could," "may" and similar expressions identify forward-looking statements. The forward-looking statements are subject to certain risks and uncertainties, including without limitation those identified below, which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. The following factors could cause actual results to differ materially from historical results or those anticipated: adverse economic conditions; the impact of competitive products and pricing; product demand and acceptance risks; raw material and other increased costs; raw materials availability; employee relations; ability to maintain workforce by hiring trained employees; labor efficiencies; customer delays or difficulties in the production of products; new fracking regulations; a prolonged decrease in oil and nickel prices; unforeseen delays in completing the integrations of acquisitions; risks associated with mergers, acquisitions, dispositions and other expansion activities; financial stability of our customers; environmental issues; unavailability of debt financing on acceptable terms and exposure to increased market interest rate risk; inability to comply with covenants and ratios required by our debt financing arrangements; ability to weather an economic downturn; loss of consumer or investor confidence and other risks detailed from time-to-time in the Company's
Important Additional Information
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with the Company’s 2020 Annual Meeting of Shareholders. The Company intends to file a definitive proxy statement and proxy card with the