Continue to be Disappointed by Company’s
Actions to Silence Concerned Shareholders
Believe Rockwell’s Lawsuit is a Baseless
Waste of Shareholder Money, and Nothing More than an Attempt to
Distract Shareholders from Ongoing Underperformance and Failed
Execution
Call on Company to Put Best Interests of
Shareholders Ahead of Attempts at Entrenchment
Richmond Brothers, Inc., a Michigan-based SEC registered
investment advisor and wealth management firm that is the largest
beneficial owner of Rockwell Medical, Inc. (NASDAQ: RMTI)
(“Rockwell” or the “Company”), and Mark H. Ravich, who together
with their affiliates beneficially own over 6.1 million shares, or
11.9% of the Company’s outstanding common stock, today commented
further on Rockwell’s lawsuit against them.
David S. Richmond, Chairman of Richmond Brothers, Inc., and Mark
H. Ravich issued the following statement:
“We continue to be greatly disappointed by Rockwell’s behavior
and what is in our view a series of attempts to quell the voices of
concerned shareholders. In the past several weeks we have seen
Rockwell sue some of its major shareholders and blatantly refuse to
accept questions from shareholders on its recent earnings call. We
believe that these actions are indicative of the Board and
management’s attempts to entrench themselves and ignore the
concerns of Rockwell’s shareholders.
As we note in our recent court filing with respect to Rockwell’s
lawsuit against us, we believe that the Company is manufacturing a
crisis by pushing for an accelerated legal process. Additionally,
we question why Rockwell would have delayed so long before filing
suit when the alleged issues it is pointing to surfaced over a year
ago. We firmly believe that we did not violate any securities laws
and strongly dispute the allegations the Company makes in its
lawsuit. We have been very transparent in the process and have
voluntarily disclosed dozens of pages of email communications that
serve as the basis for the Company’s allegations – we have nothing
to hide. Rockwell must stop spreading what we believe are lies and
misleading statements to the Company’s shareholders, and instead
focus on delivering more value for shareholders.
In our view, this lawsuit is nothing more than an attempt by
Rockwell to create a sideshow and distract attention away from the
real issues at hand, including the disappointing performance,
management inexperience, lack of successful execution, and subpar
corporate governance that have persisted under Chairman and CEO
Robert Chioini’s leadership. From poor recent earnings, to a
failure to address the continued delays with Calcitriol and the
Baxter issue, to the failure to bring Triferic to market to help
patients and drive value, we have seen nothing but a string of
failures and our confidence in the current Board and management
continues to erode. We would also remind shareholders that for at
least the past two years, leading proxy advisory firm Institutional
Shareholder Services (ISS) has given Rockwell its worst rating for
corporate governance, recommended a WITHHOLD vote with respect to
Rockwell’s directors standing for reelection at its past two annual
meetings, and has severely criticized the Company’s compensation
practices.
We believe that Rockwell should stop wasting shareholder money
on this frivolous lawsuit. We wish that the Company would bring a
similar level of focus and commitment to executing upon strategic
priorities and driving shareholder value that it has brought to
attacking its shareholders.
It is time to let shareholders voice their concerns and have
greater input on the way that Rockwell is run. Indeed, we would
question why the Company is seemingly so afraid of allowing
shareholders to cast their votes as they see fit that it would go
to the lengths of initiating a lawsuit against us. In our view, the
current Board and management have overseen a disturbing series of
missteps and failures that must be addressed immediately. The
Company is in desperate need, we believe, of directors who will
truly represent shareholders’ best interests, create a culture of
good corporate governance, and properly oversee management. That is
why we will continue to fight for our candidacies for the Rockwell
Board.”
About Richmond Brothers, Inc.
Richmond Brothers, Inc. is an SEC registered investment advisor
and wealth management firm founded in 1994.
About Mark H. Ravich
Mark Ravich is a private investor and currently serves as
President of Tri-Star Management, Inc., a commercial real estate
management and syndication company that he co-founded in 1998.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Richmond Brothers, Inc. (“Richmond Brothers”) and Mark H.
Ravich, together with the other participants named herein, intend
to file a preliminary proxy statement and accompanying proxy card
with the Securities and Exchange Commission (“SEC”) to be used to
solicit votes for the election of their slate of highly-qualified
director nominees at the 2017 annual meeting of shareholders of
Rockwell Medical, Inc., a Michigan corporation (the “Company”).
RICHMOND BROTHERS STRONGLY ADVISES ALL SHAREHOLDERS 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 THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the proxy solicitation are Norman J. Ravich
Irrevocable Trust (“NJR Trust”), Norman and Sally Ravich Family
Trust (“NSR Trust”), Alexander Coleman Ravich 1991 Irrevocable
Trust (“ACR Trust”), Alyssa Danielle Ravich 1991 Irrevocable Trust
(“ADR Trust”), Mark H. Ravich, Richmond Brothers, RBI Private
Investment I, LLC (“RBI PI”), RBI PI Manager, LLC (“RBI Manager”),
Richmond Brothers 401(k) Profit Sharing Plan (“RBI Plan”), David S.
Richmond and Matthew J. Curfman.
As of the date hereof, NJR Trust beneficially owned 44,400
shares of common stock, no par value per share (the “Common
Stock”). As of the date hereof, NSR Trust beneficially owned 18,500
shares of Common Stock, consisting of shares underlying certain
call options. As of the date hereof, ACR Trust beneficially owned
25,000 shares of Common Stock. As of the date hereof, ADR Trust
beneficially owned 25,000 shares of Common Stock. As of the date
hereof, Mr. Ravich directly beneficially owned 354,750 shares of
Common Stock, including 70,000 shares underlying certain call
options. Mr. Ravich, as the trustee of each of NJR Trust, NSR
Trust, ACR Trust and ADR Trust, may be deemed to beneficially own
the 112,900 shares beneficially owned in the aggregate by such
trusts. As of the date hereof, 5,183,152 shares of Common Stock
were held in certain accounts managed by Richmond Brothers (the
“Separately Managed Accounts”). Richmond Brothers, as the
investment advisor to the Separately Managed Accounts, may be
deemed to beneficially own the 5,183,152 shares held in the
Separately Managed Accounts. As of the date hereof, RBI PI
beneficially owned 164,841 shares of Common Stock. RBI Manager, as
the manager of RBI PI, may be deemed to beneficially own the
164,841 shares owned by RBI PI. As of the date hereof, RBI Plan
beneficially owned 34,087 shares of Common Stock. As of the date
hereof, Mr. Richmond beneficially owned directly 176,412 shares of
Common Stock. Mr. Richmond, as Chairman of Richmond Brothers,
manager of RBI Manager and a trustee of RBI Plan, may also be
deemed to beneficially own the 5,183,152 shares held in the
Separately Managed Accounts, 164,841 shares owned by RBI PI and
34,087 Shares owned by RBI Plan. Mr. Richmond may also be deemed to
beneficially own the 28,096 shares owned directly by his spouse,
147 shares owned directly by his daughter and 7 shares owned
directly by his son. As of the date hereof, Mr. Curfman
beneficially owned directly 40,684 shares of Common Stock. Mr.
Curfman, as President of Richmond Brothers and a trustee of RBI
Plan, may also be deemed to beneficially own the 5,183,152 shares
held in the Separately Managed Accounts and 34,087 Shares owned by
RBI Plan. Mr. Curfman may also be deemed to beneficially own the
34,385 shares owned directly by his spouse.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170322005631/en/
MediaSloane & CompanyJoe Germani / Jaimee Pavia,
212-486-9500jgermani@sloanepr.com / jpavia@sloanepr.com
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