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Balmoral Funds has successfully completed its acquisition of Trecora Resources for $9.81 per share in cash. This acquisition marks Trecora's exit from the New York Stock Exchange, ceasing all public trading. Trecora specializes in high purity hydrocarbons and polyethylene wax manufacturing in Texas. With approximately $1.5 billion in assets under management, Balmoral focuses on businesses needing equity investments of $10 to $100 million. The acquisition aims to enhance Balmoral's portfolio in the specialty petrochemical sector.
Trecora Resources (NYSE: TREC) announced the successful completion of a cash tender offer by Balmoral Swan MergerSub, Inc. to acquire all outstanding shares of Trecora. As of June 24, 2022, 16,781,352 Shares, representing approximately 70.73% of voting power, were tendered. The merger will close on June 27, 2022, converting remaining shares into $9.81 per Share in cash. Following the merger, Trecora will become a privately-held subsidiary of Balmoral and will cease trading on NYSE.
Trecora Resources (TREC) has entered into a definitive merger agreement with Balmoral Funds, valuing the company at $247 million or $9.81 per share, a 29.9% premium over its May 10, 2022 stock price. This acquisition follows a strategic review by Trecora's Board of Directors involving discussions with various potential acquirers. Trecora plans to adopt a limited-duration shareholder rights plan to help maximize shareholder value. The transaction is expected to close in Q3 2022, upon meeting regulatory conditions and a majority shares tender.
Trecora Resources (NYSE: TREC) reported first quarter 2022 revenues of $83.2 million, marking a 52.4% increase year-over-year. This growth was driven by strong demand in both Specialty Petrochemicals and Specialty Waxes, with volumes rising 17.6% and 17% respectively. The company achieved an improved net loss of $(0.4) million compared to $(4.4) million in the previous year, and Adjusted EBITDA of $5.8 million compared to $(0.1) million in Q1 2021. Trecora raised its full-year Adjusted EBITDA guidance to between $28 million and $32 million.
Trecora Resources (NYSE: TREC) will release its first quarter 2022 financial results on May 4, 2022, after market close. A conference call led by CEO Patrick D. Quarles and CFO Sami Ahmad will take place on May 5, 2022, at 11:00 a.m. Eastern Time, to discuss the outcomes. Investors can access the conference via phone or webcast, with replay available post-call until May 7, 2022. Trecora specializes in high purity hydrocarbons and specialty waxes and offers custom processing services in Texas.
Ortelius Advisors, L.P., the largest stockholder of Trecora Resources (TREC) with an 11.3% stake, has filed preliminary proxy materials for the 2022 Annual Meeting. Ortelius expresses concerns over Trecora's chronic undervaluation, citing operational missteps and poor capital allocation as key issues. They believe electing independent directors can unlock shareholder value. The proposed nominees—Shawn Abrams, David Johnson, and Michael Lefenfeld—are positioned to improve company performance through strategic insights and fresh perspectives.
Trecora Resources (TREC) released a statement addressing Ortelius Advisors' recent correspondence with stockholders. The Trecora Board asserts its commitment to shareholder value and ongoing discussions with Ortelius regarding potential proposals, including a mini-tender offer and board member changes. However, Ortelius has yet to provide a clear buyout price or a detailed plan for operational improvement. Despite Trecora's willingness to engage, Ortelius has refused a non-disclosure agreement, complicating potential collaborations. The company's Board will evaluate Ortelius's director candidates ahead of the upcoming Annual Meeting.
Ortelius Advisors, L.P., the largest stockholder of Trecora Resources (NYSE: TREC) with 11.3% ownership, has expressed concerns over the company’s board and management performance. The firm argues that operational missteps and poor capital decisions have led to chronic stock underperformance. Ortelius aims to reform the board by nominating experienced individuals and has criticized the current board for lack of engagement regarding constructive solutions. They urge shareholders to support their governance changes to unlock shareholder value and improve company performance.
Trecora Resources (NYSE: TREC) announced its fourth-quarter and full-year 2021 financial results. Q4 revenue rose 28.3% to $74.6 million, driven by increased prices in the Specialty Petrochemicals segment. However, gross profit margins contracted to 8.4%. Net income from continuing operations for Q4 was $5.2 million, improving from a net loss a year earlier. For the full year, total revenue grew 30.7% to $272.7 million, with net income remaining steady at $5.0 million. The outlook for 2022 remains optimistic, with expected Adjusted EBITDA between $27 million and $31 million.
Trecora Resources (NYSE: TREC) will release its fourth-quarter 2021 financial results on March 8, 2022, post-market. A conference call will happen on March 9, 2022, at 10:00 a.m. ET, led by CEO Patrick D. Quarles and CFO Sami Ahmad. Investors can join the call by dialing +1-866-417-5724 for toll-free access or +1-409-217-8234 internationally. The call will be available for replay until March 11, 2022.
