American Vanguard Calls on Cruiser Capital to Be Fully Transparent With Stockholders

Rhea-AI Summary

American Vanguard Corporation (NYSE: AVD) announced that Cruiser Capital is seeking co-investors for an undisclosed investment strategy related to AVD. The Company urges stockholders to vote 'FOR ALL' of its nine director nominees on the WHITE proxy card during the upcoming Annual Meeting on June 1, 2022. The Board emphasizes the importance of transparency regarding Cruiser's proposal and recommends disregarding any proxy cards from Cruiser Capital. A definitive proxy statement has been filed with the SEC, and shareholders are advised to review it for important information.

Positive

• The Board unanimously urges stockholders to vote 'FOR ALL' of its nine director nominees.
• American Vanguard has filed a definitive proxy statement with the SEC, ensuring regulatory compliance.

Negative

• Cruiser Capital's undisclosed investment thesis raises concerns about transparency.
• The existence of a contested proxy solicitation may lead to shareholder distractions.

NEWPORT BEACH, Calif.--(BUSINESS WIRE)-- American Vanguard Corporation (“American Vanguard” or “the Company”) (NYSE: AVD) today issued the following statement:

“The Company has learned that Cruiser Capital is seeking co-investors for an undisclosed investment thesis regarding American Vanguard that, despite its own calls for transparency, Cruiser is promoting with certain entities that agree to sign a non-disclosure agreement. Given AVD’s 2022 Annual Meeting is one week away, the Board of Directors believes it has a duty to inform AVD stockholders of what it has learned and calls for Cruiser to immediately disclose all information that may be relevant to stockholders as they consider how to vote.”

American Vanguard’s Board of Directors unanimously urges stockholders to vote “FOR ALL” the Company’s nine highly qualified director nominees on the WHITE proxy card and to disregard any proxy card received from Cruiser Capital Master Fund LP (“Cruiser”). If AVD stockholders have any questions or need assistance voting their shares, please call the Company’s proxy solicitor, MacKenzie Partners, Inc., at (212) 929-5500 (collect) or (800) 322-2885 (toll free). The Company’s Annual Meeting of Stockholders is scheduled for June 1, 2022.

Important Additional Information and Where to Find It

American Vanguard has filed a definitive proxy statement on Schedule 14A, and an accompanying WHITE proxy card, with the Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies for its 2022 Annual Meeting of Stockholders. STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY AND ALL OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the proxy statement and accompanying WHITE proxy card, any amendments or supplements to the proxy statement, and other documents that the Company files with the SEC, from the Company’s website, https://www.american-vanguard.com, or from the SEC's website at http://www.sec.gov. These will be available as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC.

Certain Information Regarding Participants to the Solicitation

The Company and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the business to be conducted at the Annual Meeting. Stockholders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers included in or incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 14, 2022, or from the Company’s definitive proxy statement filed with the SEC on April 29, 2022. To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since the numbers set forth in the Company’s definitive proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

Forward-Looking Statements

Certain information set forth in this release and the accompanying letter may constitute “forward-looking statements” within the meaning of federal and applicable state securities laws. All statements herein that are not statements of historical fact are forward looking statements. These statements include statements regarding management’s expectations for future performance, as well as descriptions of plans and strategies and the expected results thereof. Without limiting the generality of the foregoing, statements about our expected ability to continue benefiting from the strategies developed and implemented by the Board and management, and statements about the anticipated outcomes of these strategies, are forward looking in nature and should be interpreted accordingly. These statements reflect the current expectations of American Vanguard’s management based on currently known facts and circumstances, and should not be construed as assurances of performance or as guaranties of the actual outcomes. Without limiting the generality of the foregoing, forward-looking statements include factors relating to the effects on the Company’s earnings of the contested proxy solicitation currently underway. Actual results may differ from those expressed in forward looking statements, and those differences may be material and adverse. Factors that could cause actual results to differ from expectations include the ongoing effects of the COVID-19 pandemic and government responses and economic conditions resulting therefrom; the effect of international exchange rates and other local, national and foreign economic conditions; weather and climate conditions; changes in regulatory policy and in specific regulations and permitting processes that affect our products, and other risks as detailed from time-to-time in the Company’s SEC reports and filings. The Company’s Quarterly Report on Form 10-Q for the fiscal Quarter ended March 31, 2022, filed with the SEC on May 4, 2022, contains a list of risk factors that may cause results to differ from expectations. These risk factors will be updated from time to time in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the regulations thereunder (“Exchange Act”), or otherwise in our Exchange Act filings. The statements in this release speak only as of the date hereof, and the Company undertakes no duty to update such statements to reflect future events or developments.

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products for crop protection and management, turf and ornamentals management and public and animal health. American Vanguard is included on the Russell 2000^® and Russell 3000^® Indexes and the Standard & Poor’s Small Cap 600 Index. To learn more about American Vanguard, please reference the Company’s web site at www.american-vanguard.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220525005889/en/

Reevemark

Paul Caminiti/Nicholas Leasure

(212) 433-4600

Paul.Caminiti@reevemark.com

Nicholas.Leasure@reevemark.com

MacKenzie Partners, Inc.

Bob Marese

(212) 929-5500

bmarese@mackenziepartners.com

Source: American Vanguard Corporation

FAQ

What is the significance of Cruiser Capital's interest in American Vanguard (AVD)?

Cruiser Capital is seeking co-investors for an undisclosed investment strategy related to AVD, prompting the Company to call for transparency.

When is American Vanguard's Annual Meeting of Stockholders scheduled?

The Annual Meeting is scheduled for June 1, 2022.

How should AVD stockholders vote in the upcoming election?

Stockholders are urged to vote 'FOR ALL' the nine director nominees using the WHITE proxy card.

What should stockholders do regarding proxies received from Cruiser Capital?

Stockholders should disregard any proxy card received from Cruiser Capital.

Where can AVD stockholders find the definitive proxy statement?

Stockholders can find it filed with the SEC and on American Vanguard's website.