A. M. Castle & Co. Announces Settlement Agreement With Raging Capital Management
May 27 2016 - 9:30AM
A. M. Castle & Co. (NYSE:CAS) (the “Company” or “Castle”), a
global distributor of specialty metal 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 (the “Board”) and matters relating
to the 2016 annual meeting of shareholders.
Under the terms of the settlement agreement with
Raging Capital, the Board has agreed to nominate Richard N. Burger
and Michael Sheehan for election as Class III directors at the
Company’s 2016 annual meeting of shareholders scheduled to be held
on July 27, 2016 (the “2016 Annual Meeting”). The Board has
also agreed to nominate Director Gary A. Masse for re-election as a
Class III director at the 2016 Annual Meeting. Chairman Brian P.
Anderson and Director Reuben S. Donnelley will not stand for
re-election at the 2016 Annual Meeting; both will continue to serve
until the 2016 Annual Meeting. The Board has agreed to
appoint Gary Masse as Chairman, effective immediately. In
connection with this agreement, Raging Capital has agreed to
certain standstill, voting and support commitments.
President and CEO Steve Scheinkman commented,
“The Management team is excited to begin to work with our new Board
members who bring a wealth of experience in successful business
transformation. We plan to draw on Michael’s experience in
implementing dynamic sales and marketing strategies, as well as
navigating the challenges of shifting end markets, just as he has
at the Boston Globe. Similarly, we are looking forward to
tapping Richard’s expertise in profitably growing market share in a
fragmented end market, just as he did at Coleman Cable.”
Michael Sheehan Background
Mike Sheehan is the current Chief Executive
Officer of Boston Globe Media Partners. Prior to joining the
Globe in January 2014, he spent 20 years at Hill Holliday, where he
served as Chairman, Chief Executive Officer, President, and Chief
Creative Officer. During his tenure as President and CEO, Hill
Holiday grew 85%. He has also served as Executive Vice
President and Executive Creative Director for DDB Chicago, another
large advertising agency.
Sheehan has served on the Board of Directors of
BJ’s Wholesale Club where he chaired the Compensation Committee and
was a member of the Governance Committee. He has also served on the
Board of the American Association of Advertising Agencies, and has
chaired the Board of Trustees of his alma mater, Saint Anselm
College. He currently serves on the Boards of ChoiceStream, a
leading programmatic advertising firm as well as the American
Repertory Theater and Catholic Charities of the Archdiocese of
Boston. He attended the United States Naval Academy and graduated
from Saint Anselm College in 1982 with a B.A. in English.
Richard Burger Background
Richard Burger is the former Executive Vice
President, Chief Financial Officer, Secretary and Treasurer of
Coleman Cable, Inc., which was a public company and leading
provider of electrical wire and cable products in the United States
and Canada. Burger spent 17 years at Coleman Cable, 13 of
which were in the EVP/CFO position where he directed numerous
acquisitions and led the Company’s accounting, finance, information
technologies, human resources functions, and investor relations
activities.
Prior to Coleman Cable, Burger was the President
of Accounting Advantage, the President and CEO of Burns Aerospace,
and a Vice President and Treasurer at Ferox Microsystems. His
experience also includes accounting and financial roles at
Fairchild Industries, Marriot Corporation and Price Waterhouse
& Co. Burger received an MBA from the University of
Baltimore and a Bachelor of Science with a Major in Accounting from
Towson University.
More detailed information on the terms of the
settlement agreement can be found in a Form 8-K filed with the
Securities and Exchange Commission on May 27, 2016.
About A. M. Castle & Co.Founded in 1890, A.
M. Castle & Co. is a global distributor of specialty metal and
supply chain services, principally serving the producer durable
equipment, commercial aircraft, heavy equipment, industrial goods,
construction equipment, and retail 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. It specializes in the distribution of alloy and
stainless steels; nickel alloys; aluminum and carbon. Together,
Castle and its affiliated companies operate out of 21 metals
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".
Cautionary Statements Regarding Forward-Looking
InformationInformation 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, and the cost savings and other benefits that we
expect to achieve from our facility closures and organizational
changes. These statements often include words such as “believe,”
“expect,” “anticipate,” “intend,” “predict,” “plan,” "should," 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 our ability
to effectively manage our operational initiatives and refinancing
activities, the impact of volatility of metals prices, the cyclical
and seasonal aspects of our business, our ability to effectively
manage inventory levels, our ability to successfully complete the
remaining steps in our deleveraging plan, and the impact of our
substantial level of indebtedness, as well as 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, 2015, as
amended. 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 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, to reflect the occurrence of
unanticipated events or for any other reason.
For Further Information:
-At ALPHA IR-
Analyst Contact
Chris Donovan or Chris Hodges
(312) 445-2870
Email: CAS@alpha-ir.com
Traded: NYSE (CAS)