Cruiser Capital Comments on American Vanguard’s Latest Entrenchment Tactic

Rhea-AI Summary

Cruiser Capital Master Fund LP, a significant shareholder in American Vanguard (NYSE: AVD), criticized the company's recent proxy statement for lacking transparency regarding corporate governance improvements. Cruiser claims AVD has failed to prioritize the separation of the Chairman and CEO roles, which they argue is essential for shareholder interests. They highlighted that AVD's total shareholder return has underperformed relative to peers over the years and raised concerns about declining EBITDA margins despite increased sales. Cruiser urges shareholders to vote for their nominees using the BLUE proxy card.

Positive

• Cruiser Capital is advocating for better corporate governance at AVD.
• Cruiser has nominated three qualified candidates to improve board performance.

Negative

• AVD's total shareholder return has underperformed peers.
• EBITDA margins have declined despite increased sales.

Believes Stockholders Will Easily See Through the Company’s Continued Poor Corporate Governance and Blatant Attempts to Rewrite History

By Omission AVD Makes Clear that Separating Chairman & CEO Role is Not a Priority

Encourages Stockholders to Put a Stop to AVD’s Gamesmanship by Voting on the BLUE Proxy Card to Elect Cruiser’s Three Nominees

NEW YORK--(BUSINESS WIRE)-- Cruiser Capital Master Fund LP and its affiliates (“Cruiser Capital,” or “Cruiser”), a top ten shareholder of American Vanguard Corporation (NYSE: AVD) (“American Vanguard,” “AVD” or the “Company”), owning approximately 2.5% of AVD’s outstanding shares, today issued the following statement:

“This morning American Vanguard issued a sparse announcement couched as “formalizing” its “ongoing process” to refresh its Board of Directors (the “Board”). In reality, we believe this “TBD nominee” ploy is clearly just another attempt to rewrite the record and perpetuate the fiction that this Company would care at all about good corporate governance absent the spotlight of a contested election. Here are the facts:

• In its 2022 definitive proxy statement the Company claimed that its board refreshment process began in 2011. To disguise their clear indifference to proper corporate governance, today they claim the same process “began in 2018.”

• American Vanguard’s Board owns very little stock and has an average tenure of 11.5 years. As recently as May 13, the Company criticized Cruiser for being “fixated on the low turnover” of the Board – an attack seemingly at odds with today’s announcement.

• The fact that the Company did not address any plans to separate the Chairman and CEO roles demonstrates that its focus on the “best interests of stockholders” only goes so far and does not consider separating the positions – something Cruiser believes is necessary – a priority.

• Today’s announcement is essentially asking AVD’s stockholders to “trust us” when it comes to the future composition of the Board. We believe there is no justification to warrant this trust and that stockholders would be better off voting for the certainty of Cruiser Capital’s three highly qualified nominees who are fully aligned with investors and would immediately get to work fixing the Board-level governance issues that have been on full display at the Company. We ask again, what has the Board been doing for the last 11 years?

• AVD’s total shareholder return has underperformed its peers during any relevant time period and its stock price is lower than it was a decade ago.

• AVD has yet to address why its EBITDA margins have declined so dramatically over the years even while its sales have doubled, and its administrative expenses have climbed with R&D spending declining as a percent of sales.

For more information, please visit: https://www.okapivote.com/americanvanguard/.

We encourage stockholders to vote today on the BLUE proxy card to help elevate AVD.

About Cruiser Capital Advisors

Cruiser Capital Advisors, LLC is an investment management firm that concentrates its investments in companies it believes trade at public market values substantially different from intrinsic value. Cruiser often utilizes a constructivist approach to collaborate with management teams to help drive stockholder value. Cruiser may be contacted at Info@Cruisercap.com

Important Information

Cruiser has nominated three individuals as nominees to the board of directors of American Vanguard Corporation, a Delaware corporation (the “Company”), and intends to solicit votes for the election of those individuals as members of the Company’s board of directors. The individuals that have been nominated are Keith M. Rosenbloom, Patrick E. Gottschalk and Mark R. Bassett (the “Nominees”). Cruiser Capital Master Fund LP is sending a definitive proxy statement, BLUE proxy card and related proxy materials to shareholders of the Company seeking their support of the Nominees at the Company’s 2022 313 Annual Meeting of Stockholders. Stockholders are urged to read the definitive proxy statement and BLUE proxy card, because they contain important information about the Nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and BLUE proxy card and other documents filed with the Securities and Exchange Commission (“SEC”) by Cruiser Capital and its affiliates (the “Cruiser Capital Parties”) at the SEC’s web site at www.sec.gov. The definitive proxy statement and other related SEC documents filed with the SEC by the Cruiser Capital Parties may also be obtained free of charge from the Cruiser Capital Parties, upon request.

Participants in Solicitation

The following persons may be deemed to be participants in the planned solicitation from the Company’s shareholders of proxies in favor of the Nominees (the “Participants”): Cruiser Capital Advisors, LLC, Keith M. Rosenbloom, Cruiser Capital Master Fund LP, Metamorphosis VI LLC, Patrick E. Gottschalk and Mark R. Bassett who own some or all of their shares through accounts managed by Cruiser Capital Advisors, LLC. The Participants may have interests in the solicitation, including as a result of holding shares of the Company’s common stock. Information regarding the Participants and their interests may be found in the definitive proxy statement the Participants filed with the SEC on May 9, 2022, which is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

These materials may contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “potential,” “opportunity,” “estimate,” “plan” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in these materials that are not historical facts are based on current expectations and speak only as of the date of such materials, and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Cruiser Capital Parties. Although the Cruiser Capital Parties believe that the assumptions underlying the projected results or forward-looking statements included in these materials are reasonable as of the date of such materials, any of the assumptions could be inaccurate and therefore, there can be no assurance that the projected results or forward-looking statements included herein will prove to be accurate. In light of the significant uncertainties inherent in the projected results and forward-looking statements included herein, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and strategic initiatives expressed or implied by such projected results and forward-looking statements will be achieved. The Cruiser Capital Parties will not undertake and specifically decline any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220519005707/en/

Investors:

Okapi Partners

Jason Alexander / Bruce Goldfarb

Info@Okapipartners.com

Cruiser Capital Advisors

Keith M. Rosenbloom

ElevateAVD@CruiserCap.com

Media:

Longacre Square Partners

Dan Zacchei / Miller Winston

DZacchei@longacresquare.com / MWinston@longacresquare.com

Source: Cruiser Capital Master Fund LP

FAQ

What concerns did Cruiser Capital raise about American Vanguard's governance?

Cruiser Capital criticized American Vanguard for not prioritizing the separation of the Chairman and CEO roles and for a lack of transparency in its governance practices.

What performance issues did Cruiser Capital identify at American Vanguard?

Cruiser Capital noted that American Vanguard's total shareholder return has underperformed its peers and highlighted declining EBITDA margins despite sales growth.

What is the significance of the BLUE proxy card for AVD shareholders?

The BLUE proxy card is crucial for AVD shareholders as it represents Cruiser Capital's nominees for board positions, which they believe will enhance governance and shareholder value.

How much of American Vanguard's outstanding shares does Cruiser Capital own?

Cruiser Capital owns approximately 2.5% of American Vanguard's outstanding shares.