OAK BROOK, Ill., March 17, 2015 /PRNewswire/
-- A. M. Castle &
Co. (NYSE: CAS) ("the Company"), a global distributor of
specialty metal and plastic products, value-added services and
supply chain solutions, announced today that it has reached an
agreement with Raging Capital Management, LLC ("Raging Capital") on
the composition of the Company's Board of Directors.
Under the terms of the settlement agreement, Castle has elected
three new independent directors to its Board. Steven W. Scheinkman, Kenneth H. Traub, and Allan J. Young have joined Castle's Board
effective March 17, 2015. Each
of these individuals will be included in the Company's nominations
for election at the 2015 Annual Meeting of Shareholders. As a
part of this agreement, current directors John McCartney and Terrence J. Keating have resigned from their
positions effective March 17, 2015,
and the Board has expanded its size to 10 to accommodate the new
directors.
Castle's Board has also created a Finance Committee that will
review, evaluate, and make recommendations to the Board regarding
the Company's capital structure, capital allocation, working
capital management, and other financial policies. The Finance
Committee is comprised of four members, two newly appointed
directors and two existing directors, and will be chaired by
director Jonathan B. Mellin.
"We are pleased to have reached an agreement with Raging
Capital, and welcome Mr. Scheinkman, Mr. Traub, and Mr. Young to
the Board. I am confident that we share the common goal of value
creation for Castle's shareholders and that our Board will benefit
from having fresh viewpoints regarding the Company's performance
and strategic direction," said Brian
Anderson, Chairman of the Board of Directors of A.M.
Castle.
William C. Martin, Chairman of
Raging Capital, stated, "We are pleased to add our nominees to the
Company's Board. A.M. Castle is an asset-rich business with a
strong roster of customers, employees and capabilities.
Steve, Allan and Ken have the experience, skills and sense of
urgency that are needed to work constructively with the rest of the
Board to tackle the challenges facing the Company and unlock the
substantial latent value at A.M. Castle."
"On behalf of the Board, I'd like to thank Mr. McCartney and Mr.
Keating for their dedicated service to A.M. Castle," continued
Anderson. "Both individuals have made key contributions to
the Company during their tenure on the board."
In connection with this agreement, Raging Capital has agreed to
certain standstill, voting and support commitments.
The complete settlement agreement is included as an exhibit to
the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission.
Biographical Information on New Director Nominees
Steven W.
Scheinkman
President and CEO, Innovative Building
Systems LLC
Steven W.
Scheinkman has served as the President and Chief Executive
Officer and a director of Innovative Building Systems LLC
("Innovative Building Systems"), a multi-factory manufacturer of
custom modular homes, since November
2013. He has also served as the President and Chief
Executive Officer of the following affiliates and predecessor
entities of Innovative Building Systems: Excel Homes Group, LLC
("Excel Homes"), Innovative Design and Building Services, LLC
("Innovative Design"), Innovative Building Systems Inc., the former
parent company of Excel Homes, Innovative Design and related
entities, and All American Homes, LLC and its subsidiaries. From
January 2008 to May 2010, Mr. Scheinkman was involved in
community affairs and did not have a principal occupation. He
served as a director of Claymont Steel Holdings, Inc., a
manufacturer of custom discrete steel plate, from December 2006 until the company was sold in
January 2008. He served as the
President and Chief Executive Officer and a director of Transtar
Metals Corp. ("Transtar"), a supply chain manager/distributor of
high alloy metal products for the transportation, aerospace and
defense industries, from September
1999 to September 2006.
Following Transtar's acquisition by the Company in September 2006, he served as President of
Transtar Metals Holdings Inc. until September 2007 and thereafter served as its
advisor until December 2007. He
served in various capacities as an executive officer of Macsteel
Service Centers USA, a distributor
and processor of steel products, including President, Chief
Operating Officer and Chief Financial Officer from 1986 to 1999.
Mr. Scheinkman received a BBA in Accounting from George Washington University and is a former
Certified Public Accountant. Mr. Scheinkman's extensive experience
serving as an executive of various metal products companies coupled
with his significant financial expertise will make him a valuable
addition to the Board.
Kenneth H. Traub
President and CEO, Ethos Management
LLC
Kenneth H. Traub has
served as President and CEO of Ethos Management LLC, which
specializes in investing in and advising companies to execute
strategies to build and unlock stockholder value, since
January 2009. He has also been
general partner of Rosemark Capital, a private equity firm, since
June 2013. From 1999 until its
acquisition by JDS Uniphase Corp. ("JDSU") in February 2008, he served as President and Chief
Executive Officer of American Bank Note Holographics, Inc.
("ABNH"), a leading global supplier of optical security devices.
Mr. Traub managed the turnaround, growth and sale of ABNH.
Following the sale of ABNH, he served as Vice President of JDSU, a
global leader in optical technologies and telecommunications,
through September 2008. In1994, Mr.
Traub co-founded Voxware, Inc., a pioneer in voice over Internet
protocol communication technologies, and served as its Executive
Vice President and Chief Financial Officer through 1998. From 1988
to 1994, he served as Vice President of Trans-Resources, Inc., a
multi-national holding company and investment manager. Mr. Traub
currently serves on the boards of directors of the following SEC
reporting companies: (i) Vitesse Semiconductor Corporation, (ii)
MRV Communications, Inc., (iii) DSP Group, Inc., and (iv) Athersys,
Inc. He previously served on the boards of directors of (i) Phoenix
Technologies, Inc., (ii) iPass, Inc., (iii) MIPS Technologies,
Inc., (iv) Xyratex Limited, and (v) Tix Corporation. He also served
as the Chairman of the Board of the New
Jersey chapter of the Young Presidents Organization in 2010
and 2011. He received a BA from Emory
College and an MBA from Harvard
Business School. Mr. Traub has over 20 years of senior
management, corporate governance, turnaround and transactional
experience with various public and private companies.
Allan J. Young,
CFA
Managing Partner, Raging Capital Management,
LLC
Allan J. Young joined
Raging Capital Management, LLC ("Raging Capital"), an investment
management firm, in February 2006.
Prior to joining Raging Capital, he served as a director of SMG
Indium Resources Ltd., a company whose primary business purpose has
been to stockpile indium, a specialty metal used as a raw material
in a wide variety of consumer electronics manufacturing
applications, since December 2013.
From May 2003 to January 2006, he served as a Director of Research
at Rate Financials, Inc., an independent securities research firm
that rates and ranks the financial reporting of public companies.
Prior to that, Mr. Young co-founded a Bermuda based reinsurance company that
commenced operations in 1998. From 1983 to 1995, Mr. Young served
as Vice President—Investments at Lehman Brothers, where his clients
included high net worth individuals, institutional investors, and
hedge funds, corporations and merchant banks. Prior to that, Mr.
Young was engaged in the practice of law. Mr. Young received a BA
in Mathematics from the University of
Rochester and a JD from Washington
University in St. Louis. He
is a Chartered Financial Analyst and a member of the CFA Institute,
the New York Society of Security Analysts and the New York State Bar Association.
About A. M. Castle &
Co.
Founded in 1890, A. M.
Castle & Co. is a global distributor of specialty metal
and plastic products and supply chain services, principally serving
the producer durable equipment, oil and gas, commercial aircraft,
heavy equipment, industrial goods, construction equipment, retail,
marine and automotive sectors of the global economy. Its
customer base includes many Fortune 500 companies as well as
thousands of medium and smaller-sized firms spread across a variety
of industries. Within its metals business, it specializes in
the distribution of alloy and stainless steels; nickel alloys;
aluminum and carbon. Through its wholly owned subsidiary,
Total Plastics, Inc., the Company also distributes a broad range of
value-added industrial plastics. Together, Castle and its
affiliated companies operate out of 46 service centers located
throughout North America,
Europe and Asia. Its common
stock is traded on the New York Stock Exchange under the ticker
symbol "CAS".
About Raging Capital Management
Raging Capital
Management, LLC is a private investment firm headquartered near
Princeton, NJ. The firm
seeks out entrepreneurial, emerging growth businesses and "deep
value investments with a catalyst." Raging Capital was
founded in 2006 by William C.
Martin, who serves as its Chairman and Chief Investment
Officer. Mr. Martin is supported by a team of investment
professionals with expertise across many disciplines.
Cautionary Statement on Risks Associated with Forward Looking
Statements
Information provided and statements contained in
this release that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended ("Securities Act"), Section 21E of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements only speak as of the date of this
release and the Company assumes no obligation to update the
information included in this release. Such forward-looking
statements include information concerning our possible or assumed
future results of operations, including descriptions of our
business strategy. These statements often include words such
as "believe," "expect," "anticipate," "intend," "predict," "plan,"
or similar expressions. These statements are not guarantees
of performance or results, and they involve risks, uncertainties,
and assumptions. Although we believe that these
forward-looking statements are based on reasonable assumptions,
there are many factors that could affect our actual financial
results or results of operations and could cause actual results to
differ materially from those in the forward-looking statements,
including those risk factors identified in Item 1A "Risk Factors"
of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2013. All future
written and oral forward-looking statements by us or persons acting
on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to above. Except
for our ongoing obligations to disclose material information as
required by the federal securities laws, we do not have any
obligations or intention to release publicly any revisions to any
forward-looking statements to reflect events or circumstances in
the future or to reflect the occurrence of unanticipated
events.
For Further Information:
- At ALPHA IR -
Analyst Contact:
Chris Hodges or Monica Gupta
(312) 445-2870
Email: CAS@alpha-ir.com
Traded: NYSE (CAS)
Member: S&P SmallCap 600 Index
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SOURCE A. M. Castle & Co.