Most of these suggestions do not appear to be about creating value for all our shareholders but rather aimed at providing Ortelius a special, substantial economic interest in Trecora, or control of Trecora, without Ortelius providing a premium to other shareholders. Trecora's Board and management team have had dozens of interactions with Ortelius and considered almost as many new and seemingly impulsive ideas from Ortelius. In short, Ortelius' assertion in its letter that the Board has "refused to genuinely engage" is simply false. Despite this new request that again appears to favor only Ortelius' interests, the Trecora Board has begun the process of interviewing two of the latest director candidates that Ortelius has recommended to the Board, in an attempt to find a resolution that is in the best interest of all shareholders. During this conversation, Ortelius suggested another new proposal, asking to seat three of its director candidates and for the Board to waive certain protective provisions of Delaware law, which would enable Ortelius to buy the Company later without customary protections for other shareholders. Ortelius appears now to be seeking to do at the ballot box what it has been, so far, unable and unwilling to do with a checkbook: acquire control of the Company without competition from other parties.Įarlier this month, in an effort to avoid a costly and disruptive proxy contest, two of the Company's independent directors further engaged with the principal of Ortelius in order to find an amicable resolution. Last month, Ortelius surprised us again by indicating its intention to nominate six directors to our seven-person Board. In the Fall, for example, the Board interviewed three Ortelius director candidates and offered to appoint one of them to the Board, without even requesting a typical standstill. Nevertheless, Trecora's Board and management team have continued to engage constructively with Ortelius in good faith. Ortelius now publicly claims to have a "plan to improve operating and financial performance." However, if this plan does exist, Ortelius has yet to share it with Trecora's Board or management team despite having had ample opportunity to do so. Ortelius has also suggested several permutations of those ideas at various times.ĭespite professing an interest in buying all of Trecora (or a substantial minority interest in Trecora) at different times over the last eighteen months, Ortelius has never submitted an indication of value and has, oddly, refused to even sign a standard non-disclosure agreement so that the Company could provide Ortelius with the information it would seemingly need to make such a proposal. ![]()
0 Comments
Leave a Reply. |
Details
AuthorWrite something about yourself. No need to be fancy, just an overview. ArchivesCategories |