Committee For Aerojet Rocketdyne Shareholders and Value Maximization Announces Warren Lichtenstein's About Face Commitment Not to Acquire Shares Before Annual Meeting Record Date; Announcement Comes On Heels of Lichtenstein's Belated Agreement to Disclose Results of Internal Investigation

Rhea-AI Summary

On May 6, 2022, Aerojet Rocketdyne's management issued a statement regarding investor Warren Lichtenstein's intentions to acquire between $202 million and $1.0098 billion in voting securities. The management expressed concerns about Lichtenstein's potential control over the company, which could undermine shareholder rights in director elections. Legal steps were reportedly taken to prevent such an acquisition before the annual meeting. The statement also highlighted perceived inconsistencies in Lichtenstein's actions, characterizing them as tactics to gain control over Aerojet Rocketdyne.

Positive

• Management's swift legal action indicates proactive measures to protect shareholder interests.
• The commitment from Lichtenstein not to acquire shares before the record date mitigates immediate takeover risks.

Negative

• Lichtenstein's intention to acquire a significant stake raises concerns over governance and potential shareholder dilution.

EL SEGUNDO, Calif., May 6, 2022 /PRNewswire/ -- Eileen Drake (the CEO of Aerojet Rocketdyne (NYSE: AJRD)) and Gen. Kevin Chilton (Ret.), Thomas Corcoran and Gen. Lance Lord (Ret.) (three of its Independent Directors) today issued the following statement:

"On April 5, 2022, Mr. Lichtenstein delivered notice to the Company of his filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 disclosing a present good faith intention to acquire between $202 million and $1.0098 billion in Company voting securities. The purchase of shares would have resulted in Mr. Lichtenstein owning over 30% of the outstanding shares and being able to effect negative control over the outcome of the next director elections.

"It was necessary for the Committee to bring litigation in Delaware and have a hearing before the Court for Mr. Lichtenstein and Steel Partners to finally commit not to acquire any stock before the record date. It is unfortunate that Mr. Lichtenstein continues to play games seeking to engage in delay tactics, abusing his position as chairman, while advancing his efforts to take-over Aerojet and thereby deprive stockholders of the ability to elect a new Board of Directors."

It's also telling of Mr. Lichtenstein's character that at a Court hearing held this past Tuesday in Delaware his legal counsel argued strenuously that the internal investigation should not have been disclosed by the Committee, and yet in less than 24 hours, Mr. Lichtenstein issued a press release demanding that the investigation be disclosed.  He seems to flip-flop on virtually every issue to suit his shifting personal whims on a daily basis intended in our view to advance his singular goal of obtaining control of the Company.  

Shareholders with questions can contact our solicitor: D.F. King & Co., (212) 269-5550 (collect) or via e-mail at AJRD@dfking.com.

Important Information

This communication is being sent in our individual capacity, and not on or behalf of Aerojet Rocketdyne Holdings, Inc (the "Company"). No Company resources were used in connection with these materials. On June 3, 2022, Eileen P. Drake, General Kevin Chilton, USAF (Ret.), General Lance Lord, USAF (Ret.) and Thomas Corcoran (the "Incumbent Directors") filed a definitive solicitation statement with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of agent designations to call a special meeting of stockholders of the Company (the "Solicitation Statement"). 

STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE SOLICITATION STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders may obtain a free copy of the Solicitation Statement, any amendments or supplements to the Solicitation Statement and other documents that the Incumbent Directors file with the SEC from the SEC's website at www.sec.gov. The Incumbent Directors, together with Gail Baker, Marion Blakey, Charles Bolden and Deborah Lee James, may be deemed participants in the solicitation of agent designations from stockholders. Information about the participants is set forth in the Solicitation Statement, which is available for free at the SEC's website at www.sec.gov.

Contact:
D.F. King & Co., Inc.
Edward T. McCarthy / Tom Germinario
AJRD@dfking.com

View original content:https://www.prnewswire.com/news-releases/committee-for-aerojet-rocketdyne-shareholders-and-value-maximization-announces-warren-lichtensteins-about-face-commitment-not-to-acquire-shares-before-annual-meeting-record-date-announcement-comes-on-heels-of-lichtensteins-bela-301541661.html

SOURCE Committee for Aerojet Rocketdyne Shareholders and Value Maximization

FAQ

What was Warren Lichtenstein's intention regarding Aerojet Rocketdyne shares?

Warren Lichtenstein intended to acquire between $202 million and $1.0098 billion in Aerojet Rocketdyne voting securities.

What was the response from Aerojet Rocketdyne's management?

Aerojet Rocketdyne's management took legal action to prevent Lichtenstein from acquiring shares before the shareholder meeting.

How does Lichtenstein's potential acquisition impact shareholders?

If acquired, Lichtenstein could gain over 30% ownership, potentially exerting negative control over future director elections.

What measures are in place to address Lichtenstein's intentions?

The management secured a commitment from Lichtenstein not to acquire any stock before the annual meeting's record date.