NEW YORK, Dec. 7, 2023 /PRNewswire/ — Wynnefield Capital and its affiliates, collectively the largest institutional stockholder of TechPrecision Corporation (NASDAQ: TPCS), with a 4.5% beneficial ownership interest, today issued the following public letter to the Company’s Board of Directors.
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Wynnefield Capital: Demands TechPrecision Hold Public Conference Call to Explain Proposed Acquisition of Votaw Precision Technologies to Stockholders.
Dear Board of Directors,
Wynnefield Capital and its affiliates (collectively, “Wynnefield”) own 393,857 shares of common stock, or 4.5%, of TechPrecision Corporation (NASDAQ: TPCS) (“TechPrecision” or the “Company”) as of September 30, 2023. Wynnefield is TechPrecision’s largest institutional stockholder, according to Bloomberg.
On Friday, December 1, 2023, Wynnefield’s counsel called TechPrecision’s outside counsel to express our dismay at TechPrecision’s announcement of a definitive agreement to purchase Votaw Precision Technologies, Inc. (“Votaw”) without holding a public conference call to explain its rationale for the proposed acquisition or how it would finance this huge acquisition of a company more than twice the size of TechPrecision. This announcement accelerated TPCS’s recent share price decline to below $6.00, resulting in an end-of-day 52-week low of $6.06 per-share and a year-to-date decline of 26.8% as of November 30, 2023. Wynnefield has allowed multiple days for TechPrecision to announce a public conference call, but the TechPrecision Board of Directors has remained silent.
The reported Votaw purchase price of $85 million is on a cash and debt free basis, plus an additional $25 million as an earnout payment, resulting in a potential total purchase price of $110 million, excluding significant transaction costs and other unknown quantities. In comparison, TechPrecision’s market capitalization totals approximately $53 million. The Company has just $0.1 million in cash and $12.5 million in long-term debt and long-term lease liabilities as of September 30, 2023.
Wynnefield, like other stockholders, is concerned about how the Board of Directors and management intend to pay for this transaction in a challenging capital-raising marketplace. We fear significant dilution of existing stockholders and an unsupportable increase in the Company’s debt leverage.
We seek to understand better for ALL stockholders the following:
- EXPLAIN the strategic direction and reasoning behind this transaction.
- DETAIL claimed synergies amounting to “annual savings of several million dollars in overhead and millions of dollars in CAPEX over the coming years”.
- DISCUSS current financing details for this transaction.
- COMMIT to allow existing TechPrecision stockholders to vote on the Votaw acquisition.
Stockholders know TechPrecision’s last acquisition, STADCO, is still not fully integrated after more than two years and remains a failed turnaround. This precedent suggests poor execution and judgement.
We consider our public conference call request to be “Stockholder Investor Relations -101” and good corporate governance. This unusual dereliction of duty may further build upon stockholder frustration regarding the Company’s lack of transparency that culminated in significant withheld votes and broker non-votes votes AGAINST current non-employee directors at the Company’s 2023 Annual Meeting of Stockholders held on September 12, 2023. The Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2023, clearly discloses voting results illustrating an unfavored Board of Directors:
|
Board nominee |
For |
Withheld |
Broker Non-Votes |
|
Robert A. Crisafulli |
1,711,823 |
1,318,177 |
3,199,123 |
|
Andrew A. Levy |
1,766,035 |
1,263,965 |
3,199,123 |
|
Richard S. McGowan |
1,736,491 |
1,293,509 |
3,199,123 |
|
Walter M. Schenker |
1,721,243 |
1,308,757 |
3,199,123 |
|
Alexander Shen |
2,738,298 |
291,702 |
3,199,123 |
The unfavorable vote against the Board of Directors undoubtedly reflects the Company’s stockholders’ belief that STADCO’s underperformance was never fully explained.
On Wednesday, November 29, 2023, Robert D. Straus, Portfolio Manager at Wynnefield, left a voicemail for Alex Shen, CEO of TechPrecision. A returned call was not received.
Wynnefield is asking for the Company’s Board of Directors and management to greatly enhance the transparency of this proposed acquisition and the Company’s operations in general so that TechPrecision’s stockholders – the OWNERS – are allowed to understand this transaction and its effect on the Company’s capital structure. Curious minds want to know why the Board of Directors and management would want to alienate their stockholder base through their insulting behavior at a point in time when they likely need the support of its stockholders to consummate its proposed acquisition of Votaw.
Beyond simply requesting a public conference call, Wynnefield offers deep expertise on strategic and operations messaging as well as governance matters.
Respectfully yours,
Nelson J. Obus, Founder Robert D. Straus, Portfolio Manager
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Media:
Daniel Yunger
Kekst CNC
[email protected]
SOURCE Wynnefield Capital
