Enters into Cooperation Agreement with
Ancora
Ampco-Pittsburgh Corporation (NYSE: AP) (“Ampco-Pittsburgh” or
the “Corporation”) today announced that it has appointed three
independent directors to its Board of Directors (the “Board”), two
of whom were appointed in connection with an agreement with Ancora
Holdings Group, LLC (together with its affiliates, “Ancora”), a
shareholder which currently owns approximately 5.6% of the
Corporation’s outstanding shares. Frederick D. DiSanto and Darrell
L. McNair will join the Board as members of the class of directors
to be elected at the 2023 Annual Meeting of the Corporation’s
shareholders, effective immediately pursuant to a Cooperation
Agreement entered into between Ampco-Pittsburgh and Ancora.
Laurence E. Paul will also join the Board as a member of the class
of directors to be elected at the 2022 Annual Meeting of the
Corporation’s shareholders, effective immediately. Dr. Paul is
expected to be nominated for election at the Corporation’s 2022
Annual Meeting of Shareholders (the “2022 Annual Meeting”).
“We are exceptionally pleased to welcome this group of directors
to the Ampco-Pittsburgh Board at this important time for the
Corporation,” said Jim Abel, Chairman of the Board. “With these
appointments, our Board reflects our strong commitment to executing
on our strategic plan while providing for a diversity of views on
our Board. The constructive engagement between management and
Ancora during the last few months will benefit the long-term
interests of our shareholders and our other stakeholders.”
Fred DiSanto, Chairman and Chief Executive Officer of Ancora,
said, “We are pleased to have worked constructively with the Board
and management team to reach this agreement to bring additional
perspectives to the Board, which we believe will help enhance value
for shareholders. We appreciate the thoughtful dialogue with Jim
Abel, J. Brett McBrayer and the Board as we worked together to
ensure Ampco-Pittsburgh is best positioned to execute on its
strategic plan for the future.”
Pursuant to the agreement, Ancora has agreed to not make
director nominations to the Corporation and to support the Board’s
full slate of directors at the 2022 Annual Meeting of the
Corporation’s shareholders. In addition, Ancora has agreed to
customary standstill, voting and other provisions. The complete
agreement will be filed on Form 8-K with the U.S. Securities and
Exchange Commission.
About Frederick D. DiSanto
FREDRICK D. DISANTO (age 59, Class of 2023). Mr. DiSanto is the
Chairman and Chief Executive Officer of The Ancora Group, a holding
company that oversees three investment advisors, and has served in
such capacities since 2014 and 2006, respectively. Mr. DiSanto was
the President and Chief Operating Officer of Maxus Investment Group
from 1998 until December of 2000. In 2001, after Maxus Investment
Group was sold to Fifth Third Bank, Mr. DiSanto served as Executive
Vice President and Manager of Fifth Third Bank’s Investment Advisor
Division. Mr. DiSanto has served since 2016 as a director of The
Eastern Company, a company that manages industrial businesses that
design, manufacture and sell unique engineered solutions to niche
markets, and is Chairman of the Audit Committee and a member of its
Nominating and Corporate Governance Committee. He also currently
serves as a director for Regional Brands, Inc., a privately held
holding company seeking to acquire substantial ownership in
regional companies with strong brand recognition, stable revenues
and profitability, and Alithya Group Inc., a North American leader
in strategy and digital transformation. Mr. DiSanto previously
served on the respective Boards of Directors of Axia Net Media
Corporation and LNB Bancorp, Inc. Mr. DiSanto holds a B.S. in
Management Science and an MBA from Case Western Reserve
University.
About Darrell L. McNair
DARRELL L. MCNAIR (age 59, Class of 2023) Mr. McNair is
currently the President and Chief Executive Officer of the MVP
Group of Companies, a privately held group of companies which
provide injection molding services, mechanical design engineering
services and distribution of foam products to the automotive,
medical, industrial, recreational industries and all five branches
of the military, since 2000. Previously, Mr. McNair was Executive
Director and a member of the board of directors of Detroit
Neighborhood & Family Initiative, a non-profit organization
sponsored by the Ford Foundation & Southeast Foundation serving
various communities in the Detroit area, from 1999 to 2000; Owner
& Chief Executive Officer for GERIC Home Health Care, Inc., a
home health care organization serving residents in southeast
Michigan, from 1996 to 1999; and held various positions at the Ford
Motor Company (NYSE: F), an automotive company that designs,
manufactures, and markets Ford vehicles worldwide, from 1988 to
1996. Mr. McNair is also currently a member of the board of
directors of Medical Mutual of Ohio, the largest health insurance
company based in Cleveland, Ohio, since May 2020. In addition, Mr.
McNair is currently a board member, trustee and counsel to a number
of civic and community organizations, including the
Cleveland/Cuyahoga County Port Authority, The President’s Council,
the Minority Business Financing Advisory Board, University
Hospital, Northeast Ohio Medical University, ECM Chemicals, the
Greater Cleveland Sports Commission, Crain’s Business Diversity
Council, the Cleveland Federal Reserve Local Advisory Council and
Jumpstart. Mr. McNair received his M.B.A. in finance and marketing
from Baldwin Wallace University and his B.G.S. in political science
from Kent State University.
About Laurence E. Paul
LAURENCE E. PAUL (age 57, previously a Director 1998-2018, Class
of 2022). Dr. Paul has been a managing principal of Laurel Crown
Partners, a private investment company, for more than five years
and prior to that was an investment banker for ten years. He became
a President of The Louis Berkman Investment Company, a private
investment company, in 2013. Dr. Paul holds an A.B. in biology from
Harvard College, an M.D. from Harvard Medical School and an MBA
from Stanford Business School. Dr. Paul is the brother of the
Corporation’s incumbent director Stephen E. Paul.
About Ampco-Pittsburgh Corporation
Ampco-Pittsburgh Corporation manufactures and sells highly
engineered, high-performance specialty metal products and
customized equipment utilized by industry throughout the world.
Through its operating subsidiary, Union Electric Steel Corporation,
it is a leading producer of forged and cast rolls for the global
steel and aluminum industry. It also manufactures open-die forged
products that principally are sold to customers in the steel
distribution market, oil and gas industry, and the aluminum and
plastic extrusion industries. The Corporation is also a producer of
air and liquid processing equipment, primarily custom-engineered
finned tube heat exchange coils, large custom air handling systems,
and centrifugal pumps. It operates manufacturing facilities in the
United States, England, Sweden, Slovenia, and participates in three
operating joint ventures located in China. It has sales offices in
North and South America, Asia, Europe, and the Middle East.
Corporate headquarters is located in Carnegie, Pennsylvania.
About Ancora Holdings, Inc.
Ancora Holdings, Inc. is an employee owned, Cleveland, Ohio
based holding company which wholly owns four separate and distinct
SEC Registered Investment Advisers and a broker dealer. Ancora
Advisors LLC specializes in customized portfolio management for
individual investors, high net worth investors, investment
companies (mutual funds), and institutions such as pension/profit
sharing plans, corporations, charitable & “Not-for Profit”
organizations, and unions. Ancora Family Wealth Advisors, LLC is a
leading, regional investment and wealth advisor managing assets on
behalf families and high net-worth individuals. Ancora Alternatives
LLC specializes in pooled investments (hedge funds/investment
limited partnerships). Ancora Retirement Plan Advisors, Inc.
specializes in providing non-discretionary investment guidance for
small and midsize employer sponsored retirement plans. Inverness
Securities, LLC is a FINRA registered Broker Dealer.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”)
provides a safe harbor for forward-looking statements made by or on
behalf of Ampco-Pittsburgh Corporation (the “Corporation”). This
press release may include, but is not limited to, statements about
operating performance, trends, events that the Corporation expects
or anticipates will occur in the future, statements about sales and
production levels, restructurings, the impact from global pandemics
(including COVID-19), profitability and anticipated expenses,
future proceeds from the exercise of outstanding warrants, and cash
outflows. All statements in this document other than statements of
historical fact are statements that are, or could be, deemed
“forward-looking statements” within the meaning of the Act and
words such as “may,” “will,” “intend,” “believe,” “expect,”
“anticipate,” “estimate,” “project,” “forecast” and other terms of
similar meaning that indicate future events and trends are also
generally intended to identify forward-looking statements.
Forward-looking statements speak only as of the date on which such
statements are made, are not guarantees of future performance or
expectations, and involve risks and uncertainties. For the
Corporation, these risks and uncertainties include, but are not
limited to: cyclical demand for products and economic downturns;
excess global capacity in the steel industry; fluctuations of the
value of the U.S. dollar relative to other currencies; increases in
commodity prices or shortages of key production materials;
consequences of global pandemics (including COVID-19); changes in
the existing regulatory environment; new trade restrictions and
regulatory burdens associated with “Brexit”; inability of the
Corporation to successfully restructure its operations; limitations
in availability of capital to fund the Corporation’s operations and
strategic plan; inoperability of certain equipment on which the
Corporation relies; work stoppage or another industrial action on
the part of any of the Corporation’s unions; liability of the
Corporation’s subsidiaries for claims alleging personal injury from
exposure to asbestos-containing components historically used in
certain products of those subsidiaries; inability to satisfy the
continued listing requirements of the New York Stock Exchange or
NYSE American; failure to maintain an effective system of internal
control; potential attacks on information technology infrastructure
and other cyber-based business disruptions; and those discussed
more fully elsewhere in this report and in documents filed with the
Securities and Exchange Commission by the Corporation, particularly
in Item 1A, Risk Factors, in Part I of the Corporation’s latest
Annual Report on Form 10-K. The Corporation cannot guarantee any
future results, levels of activity, performance or achievements. In
addition, there may be events in the future that the Corporation
may not be able to predict accurately or control which may cause
actual results to differ materially from expectations expressed or
implied by forward-looking statements. Except as required by
applicable law, the Corporation assumes no obligation, and
disclaims any obligation, to update forward-looking statements
whether as a result of new information, events or otherwise.
Additional Information and Where to Find It
In connection with the forthcoming solicitation of proxies from
shareholders in respect of the Corporation’s 2022 Annual Meeting of
Shareholders, the Corporation will file with the U.S. Securities
and Exchange Commission (the “SEC”) a proxy statement on Schedule
14A (the “proxy statement”), containing a form of proxy card.
Details concerning the nominees for the Class of 2025 of the Board
of Directors of the Corporation for election at the Corporation’s
2022 Annual Meeting of Shareholders will be included in the proxy
statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS,
INCLUDING THE CORPORATION’S PROXY STATEMENT AND ANY AMENDMENTS AND
SUPPLEMENTS THERETO AND ACCOMPANYING PROXY CARD, FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN,
IMPORTANT INFORMATION ABOUT THE CORPORATION. Shareholders may
obtain free copies of the proxy statement and other relevant
documents that the Corporation files with the SEC on the
Corporation’s website at ampcopgh.com/investors or from the SEC’s
website at www.sec.gov.
Participants in the Solicitation
Ampco-Pittsburgh, its directors and certain of its executive
officers will be participants in the solicitation of proxies from
shareholders in respect of the Corporation’s 2022 Annual Meeting of
Shareholders. Information regarding certain of the directors and
officers of Ampco-Pittsburgh is contained in its definitive proxy
statement for the 2021 Annual Meeting of Shareholders which was
filed with the SEC on March 26, 2021. To the extent holdings of the
Corporation’s securities by directors or executive officers have
changed since the amounts set forth in Ampco-Pittsburgh’s 2021
proxy statement, such changes have been or will be reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the identity of potential participants and
their respective interests, by security holdings or otherwise, will
be included in Ampco-Pittsburgh’s proxy statement and other
relevant documents filed with the SEC in connection with
Ampco-Pittsburgh’s 2022 Annual Meeting of Shareholders.
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version on businesswire.com: https://www.businesswire.com/news/home/20220211005611/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
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