Privet Fund Management LLC (together with its affiliates, "Privet") and UPG Enterprises LLC (together with its affiliates, "UPG" and collectively with Privet, the "Stockholder Group" or "we" or "us"), which collectively own approximately 24.9% of the outstanding common stock of Synalloy Corporation (SYNL) - Get Report ("Synalloy" or the "Company"), today commented on Synalloy's disingenuous and misleading statement to add three of the Stockholder Group's nominees to the Board of Directors (the "Board") at the Annual Meeting of Stockholders (the "Annual Meeting") scheduled to be held on June 30, 2020.
Ben Rosenzweig, Partner at Privet, and Chris Hutter, Co-Founder at UPG, commented:
"Synalloy's latest attempt to mislead stockholders is a desperate, eleventh hour entrenchment maneuver designed to confuse investors and subvert a change in control of the Board. The hypothetical addition of three of our nominees to Synalloy's eight-member Board would not unshackle stockholders from a conflicted and failed leadership team that has spent the past decade failing to generate acceptable stockholder returns, racking up a dangerous amount of debt and deliberately failing to disclose years of opaque and interconnected business dealings.
Do not be misled by Synalloy's disingenuous, non-binding statement regarding the addition of three Privet and UPG nominees to the Board - the Company has already publicly asserted that cumulative voting 'guarantees' us the election of three seats on the Board. 1 To confirm this farce, Synalloy has not withdrawn any of its director nominees and is still running all eight of its original candidates. If Synalloy truly 'welcome[d] large shareholders' perspectives in the boardroom,' then the incumbent directors would have committed to making meaningful governance and leadership changes well before finding themselves less than two weeks away from potentially being voted out of the boardroom. 2
Ironically, just five years ago the incumbent Board sought to eliminate cumulative voting altogether - attempting to trample a stockholder right it now touts. Thankfully, that proposal was rejected by stockholders who wanted to ensure the Board would remain accountable. Now Synalloy's leadership is relying on obfuscation and hollow words as part of a last-minute attempt to discourage stockholders from voting on the WHITE Proxy Card for real change.
Synalloy is not offering the Stockholder Group any additional representation or making any meaningful concessions. By Synalloy's own admission, this is not a settlement offer. It is purely a smokescreen meant to confuse stockholders and entrench the incumbent directors.
Despite Synalloy's misinformation campaign, we still believe the choice should be clear for stockholders at this year's Annual Meeting. Voting on the WHITE Proxy Card to elect Andee Harris, Chris Hutter, Aldo Mazzaferro, Ben Rosenzweig and John Schauerman can position Synalloy to benefit from a more aligned and qualified Board, a new Chief Executive Officer with significant metals experience and a credible strategic plan that targets up to $25 per share in near-term value."
As a reminder, despite Synalloy's attempts to mislead and confuse stockholders about voting mechanics, electing our full slate - Andee Harris, Chris Hutter, Aldo Mazzaferro, Ben Rosenzweig and John Schauerman - on the WHITE Proxy Card is the only way to ensure proven industry operator Chris Hutter becomes interim Chief Executive Officer and that our value creation plan is implemented.
Please visit www.StrengthenSynalloy.com to review all materials pertaining to this contest and learn about how to vote on the WHITE Proxy Card.
Stockholders who have already voted on Synalloy's blue card can change their vote by returning a later dated WHITE Proxy Card. Please direct any questions pertaining to the voting process to Saratoga Proxy Consulting at (888) 368-0379 or (212) 257-1311 or by email at email@example.com.
About Privet Fund Management LLC
Privet Fund Management LLC is a private investment firm focused on investing in and partnering with small capitalization companies. The firm has flexible, long-term capital with the ability to effectuate investments across all levels of the capital structure. Privet was founded in 2007 and is based in Atlanta, GA.
About UPG Enterprises LLC
UPG Enterprises LLC is an operator of a diverse set of industrial companies focused on metals, manufacturing, distribution and logistics. Our success continues to be driven from within, starting with our dedicated employees who operate with a sense of urgency, commitment to customers and flexibility to do what's right on the spot without question. With 25 locations throughout North America, its operations continue to grow with the intention of building a business based on culture, respect and growth. Founded by two families with multi-generational experience in various industries, UPG prides itself on having a long-term approach to business, entrepreneurial spirit and excellent teams that represent its family of companies. To learn more, visit www.upgllc.com.
1 Synalloy Investor Presentation filed June 8, 2020. 2 Synalloy press release June 17, 2020.
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