Bradley L. Radoff Urges GSE Systems’ Board Chair Kathryn O’Connor Gardner to Release 2025 Projections

Rhea-AI Summary

Bradley L. Radoff has called on GSE Systems' Board Chair, Kathryn O'Connor Gardner, to release the company's 2025 projections. He questions the Board's refusal to provide customary financial guidance and emphasizes the importance of transparency for shareholders. Radoff believes that releasing these projections will help investors make informed decisions and improve confidence in GSE Systems' future performance.

Positive

• Releasing 2025 projections could improve investor confidence.
• Enhanced transparency may lead to better-informed investment decisions.

Negative

• Board's refusal to provide customary financial guidance raises concerns about transparency.
• Lack of future projections may lead to investor uncertainty.

Questions the Board’s Continued Refusal to Provide Customary Forward-Looking Business Projections to Enable Investors to Fairly Evaluate the Proposed Sale to Pelican Energy Partners

HOUSTON--(BUSINESS WIRE)-- Bradley L. Radoff, who collectively with his affiliates owns approximately 9.9% of the outstanding shares of GSE Systems, Inc. (NASDAQ: GVP) (“GSE” or the “Company”), today issued the below open letter to the Chair of the Company’s Board of Directors (the “Board”), Kathryn O’Connor Gardner, to urge the Board to provide the market with customary disclosures regarding the Company’s forward-looking projections.

Mr. Radoff previously announced his opposition to the Company’s proposed take-private merger with Pelican Energy Partners (“Pelican”) and demanded normal course forward-looking projections be disclosed so shareholders can fairly evaluate the Pelican transaction.

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GSE Systems, Inc.
6940 Columbia Gateway Drive, Suite 470
Columbia, MD 21046
Attention: Kathryn O’Connor Gardner, Chair of the Board of Directors

October 21, 2024

Dear Ms. Gardner,

I am one of GSE’s largest shareholders, with an approximately 9.9% stake in the Company, and am deeply concerned with the Board’s recent decision to deprive shareholders of crucial information related to the Pelican transaction. It is clear that the actions of GSE’s severely inexperienced Board appear to be driven by its advisors and proposed buyer, none of whom can be expected to act in shareholders’ best interests. I believe it is incumbent upon you – in line with your fiduciary duties to shareholders – to release GSE’s 2025 projections so investors can fairly assess the value of the Company against the deal price.

If you, Institutional Shareholder Services and the majority of shareholders think the Pelican merger is truly a great deal and the best-case scenario for the Company, then why not provide the numbers to back up that assertion?

The Company’s latest Form 8-K filed on October 18, 2024 raises more questions regarding the Board’s actions. In my view, it is a shame that the Board can meet multiple times and spend additional shareholder resources to reject new alternative proposals, yet still cannot provide customary forward-looking business projections that would enable investors to make the most informed decision possible. Has the Board even met to discuss sharing these projections with shareholders?

I urge you to immediately provide this necessary information and transparency to shareholders so that we can independently make the most informed decision on the Pelican transaction.

Sincerely,

Bradley L. Radoff

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THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. MR. RADOFF IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. MR. RADOFF IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241021623109/en/

Greg Lempel

greg@fondrenlp.com

Source: On Behalf of Bradley L. Radoff

FAQ

Why is Bradley L. Radoff urging GSE Systems to release 2025 projections?

Bradley L. Radoff believes that releasing 2025 projections will improve transparency and help investors make informed decisions.

What concerns does Bradley L. Radoff have about GSE Systems' Board?

Bradley L. Radoff questions the Board's refusal to provide customary financial guidance, which he believes is essential for transparency.

How could releasing 2025 projections impact GSE Systems (GVP) investors?

Releasing 2025 projections could enhance investor confidence and lead to better-informed investment decisions.

What is the potential negative impact of GSE Systems not releasing future projections?

The lack of future projections may lead to investor uncertainty and concerns about the company's transparency.