SAN FRANCISCO, Feb. 19, 2018 /PRNewswire/ -- The Committee
for Aegean Accountability (the "Committee"), a group of
shareholders collectively owning approximately 12.8% of the
outstanding shares of Aegean Marine Petroleum Network, Inc.
("Aegean" or, the "Company") (NYSE: ANW), has issued the statement
below, directed at the Chairman of the Company's Board of Directors
(the "Board") to convey its serious concerns regarding the Board's
refusal to engage with the Committee regarding its director
nominations for the Company's 2018 Annual Meeting. The
Committee also expressed its grave concern that the Board, which
has relationships with Founder Dimitris
Melissanidis and a history of approving troubling related
party transactions, may be planning a dilutive transaction designed
to thwart the efforts of shareholders to elect new directors at the
upcoming 2018 Annual Meeting.
Tyler Baron issued the following
statement on behalf of the Committee:
"We are deeply disappointed by the Board's lack of response to
our nomination of four highly qualified candidates for election to
the Board at the 2018 Annual Meeting. The Committee has, in
good faith, made repeated efforts at constructive engagement,
including a public letter to the Company in December. To
date, these efforts have been met with silence and dismissal from
the Board. Unfortunately, this is consistent with the Board's
established pattern of inadequately addressing the concerns of the
very shareholders for which it has a fiduciary duty to represent, a
pattern which required the formation of the Committee to begin with
and has persisted.
A foundational principle of corporate governance is that the
owners of a company are vested with the power to choose who will
best represent their interests and uphold the fiduciary duties to
which the board of directors is bound. The Committee's
nominations present shareholders with a compelling choice to
restore accountability to the Board and unlock substantial
shareholder value. Based on extensive feedback from
shareholders, the Committee is confident that its views are broadly
shared. We look forward to soliciting votes in favor of the
election of our slate of four highly qualified nominees to restore
credibility on the Board and effect long-overdue changes at the
Company.
The Committee would like to remind the Board that while the
majority of its members are based in Greece, the Company is subject to the
applicable laws and regulations of the Securities and Exchange
Commission, the New York Stock Exchange and the Republic of the
Marshall Islands, where the
Company is domiciled. This Board's troubling history of related
party transactions that benefit Founder Dimitris Melissanidis at the expense of
shareholders makes us gravely concerned that the Board's silence
means it is contemplating a transaction designed to dilute
shareholder influence at Aegean. We caution the Board against any
attempt to suppress the voting rights of shareholders through a
dilutive transaction.
The Committee can only interpret the Board's lack of meaningful
response as a further indication of its entrenchment, and absent
any communication, we intend to serve the Company with a books and
records request to determine the full extent of the Board's
involvement in related party dealings. As always, however, we
remain ready and willing to engage in constructive discussions with
the Company at all times."
About the Committee for Aegean Accountability
The Committee for Aegean Accountability is a group of eight
long-term shareholders and director nominees collectively owning
approximately 12.8% of the outstanding shares of the Company and
seeking to unlock value on behalf of all shareholders through
enhanced corporate governance practices and Board refreshment.
The Committee, led by Tyler
Baron, has retained Olshan Frome Wolosky LLP as its legal
advisor in connection with its engagement and discussions with the
Company.
Investor Contact:
Tyler
Baron
The Committee for Aegean Accountability
tbaron@sentinelrockcapital.com
Legal Contact:
Andrew
Freedman
Olshan Frome Wolosky LLP
afreedman@olshanlaw.com
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Tyler Baron, together with the
other participants named herein (collectively, "The Committee for
Aegean Accountability"), intends to make a preliminary filing with
the Securities and Exchange Commission ("SEC") of a proxy statement
and an accompanying proxy card to be used to solicit votes for the
election of a slate of director nominees at the 2018 annual meeting
of stockholders of Aegean Marine Petroleum Network, Inc. ("Aegean"
or, the "Company").
THE COMMITTEE FOR AEGEAN ACCOUNTABILITY ADVISES ALL STOCKHOLDERS
OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY
MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THESE
MATERIALS WITHOUT CHARGE UPON REQUEST.
The participants in the solicitation are Tyler Baron, August
Roth, Justin Moore, Shah
Capital Management, Himanshu H.
Shah, Towle & Co., Joseph E.
Towle, Christopher D. Towle,
Raymond Bartoszek, David Kirshner and Donald Moore.
As of the date hereof, Mr. Baron beneficially owns directly
160,000 shares of ANW common stock, $0.01 par value per share (the "Common Stock"),
1,000 shares of which are held in record name. Mr. Roth owns
directly 850,000 shares of Common Stock, 1,000 shares of which are
held in record name. Mr. J. Moore owns directly 800,000
shares of Common Stock. Shah Capital Management ("SCM")
beneficially owned 1,093,101 shares. Mr. Shah owns directly
35,594 shares of Common Stock and, as President and Chief
Investment Officer of SCM, may be deemed the beneficial owner of
the 1,093,101 shares beneficially owned by SCM. Towle &
Co. ("Towle") beneficially owns 2,042,039 shares of Common
Stock. Mr. J. Towle owns directly 58,900 shares of Common
Stock and, as the investment manager of Ellwood House Association
("Ellwood"), may be deemed the beneficial owner of the 10,100
shares held by Ellwood. Mr. J. Towle, as a partner of Towle,
may also be deemed the beneficial owner of the 2,042,039 shares
beneficially owned by Towle. Mr. C. Towle owns directly
26,500 shares, including 4,500 shares owned by his spouse. Mr. C.
Towle, as general partner of Towle Institutional Partners, LP
("Towle Partners"), may be deemed the beneficial owner of the 1,235
shares held by Towle Partners. As a partner of Towle, Mr. C. Towle
may also be deemed the beneficial owner of the 2,042,039 shares
beneficially owned by Towle.
Mr. Bartoszek owns directly 150,000 shares of Common
Stock. Mr. Kirshner owns 3,000 shares of Common Stock.
Mr. D. Moore does not own any shares of Common Stock.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS. FORWARD
LOOKING STATEMENTS CAN BE IDENTIFIED BY USE OF WORDS SUCH AS
"OUTLOOK", "BELIEVE", "INTEND", "EXPECT", "POTENTIAL", "WILL",
"MAY", "SHOULD", "ESTIMATE", "ANTICIPATE", AND DERIVATIVES OR
NEGATIVES OF SUCH WORDS OR SIMILAR WORDS. FORWARD LOOKING
STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON PRESENT BELIEFS OR
EXPECTATIONS. HOWEVER, FORWARD LOOKING STATEMENTS AND THEIR
IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR AS A
RESULT OF VARIOUS RISKS, REASONS AND UNCERTAINTIES. EXCEPT AS
REQUIRED BY LAW, THE COMMITTEE AND ITS AFFILIATES AND RELATED
PERSONS UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD LOOKING
STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
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SOURCE The Committee for Aegean Accountability