Aerojet Rocketdyne Holdings, Inc. Issues Retraction of Statements in February 1, 2022 Press Release and Related Disclosures That Were Not Authorized By the Board of Directors
June 20 2022 - 8:50PM
In accordance with a June 16, 2022 post-trial memorandum opinion of
the Delaware Court of Chancery (the “Court”), Aerojet Rocketdyne
Holdings, Inc. (the “Company”) today retracted statements made in
the press release issued in the Company’s name on February 1, 2022
(the “February 1 Press Release”) and in Form 8-K and Schedule 14A
filings submitted under the Company’s name to the Securities and
Exchange Commission on February 2, 2022 (the “February 2
Disclosures”).
The February 1 Press Release and February 2 Disclosures
incorrectly stated that it was the Company’s view that Warren
Lichtenstein’s nomination of a slate of candidates on behalf of
Steel Partners for election as directors of the Company was
“disruptive” and “may be driven by [Mr. Lichtenstein’s] personal
concerns and desire to secure his board position.” The February 1
Press Release and February 2 Disclosures also incorrectly stated
that the Company was “disappointed” by the nomination. These
statements were issued without the authorization of the Company’s
Board of Directors (the “Board”) and did not reflect the Company’s
views.
The February 1 Press Release and the February 2 Disclosures also
improperly disclosed an investigation involving Mr. Lichtenstein.
The disclosure of the investigation was not approved by the Board
or the pertinent Board committee.
In its post-trial memorandum opinion, the Court found that the
issuance of the February 1 Press Release and February 2 Disclosures
“made unauthorized use of the Company’s name to favor one faction
of the Board” and “created a public perception that the Company was
adverse to the Steel Slate” and that plaintiffs were “entitled to a
declaration” that such issuances were unauthorized.
The Company hereby retracts the statements in the February 1
Press Release and the February 2 Disclosures and confirms that it
takes no position on the outcome of the upcoming stockholder vote
to remove and elect members of the Board.
The full text of the Court’s Opinion is available here.
About Aerojet Rocketdyne Holdings, Inc.Aerojet
Rocketdyne Holdings, Inc., headquartered in El Segundo, California,
is an innovative technology-based manufacturer of aerospace and
defense products and systems, with a real estate segment that
includes activities related to the entitlement, sale, and leasing
of the Company’s excess real estate assets. More information can be
obtained by visiting the Company’s websites at www.rocket.com or
www.aerojetrocketdyne.com.
Contact information:Investors: Kelly Anderson, investor
relations 310-252-8155Media: Steve Warren, vice president,
communications 703-650-0278
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