Gyrodyne, LLC (Nasdaq: GYRO) (“Gyrodyne” or the “Company”), an
owner and manager of a diversified portfolio of real estate
properties, today announced that it has appointed Jan Loeb to the
Company’s Board of Directors (the “Board”), effective immediately.
Mr. Loeb was appointed to the Board pursuant to a cooperation
agreement (the “Agreement”) between the Company and Leap Tide
Capital Management LLC (collectively with its affiliates, “Leap
Tide”).
Paul Lamb, Chairman of the Board, said, “Jan is a proven leader
who brings a wealth of strategic knowledge, financial expertise and
prior public company board experience, and we are pleased to
welcome him as a director. We look forward to benefitting from
Jan’s input as we continue to position the Company’s properties for
sale to ultimately distribute the maximum value possible to our
shareholders.”
The Company also announced that Philip Palmedo, who has served
as a director since July 1996, has stepped down from the Board,
effective immediately.
Mr. Lamb added: “We want to express our sincere thanks to Phil
for his guidance, leadership and dedication as the Company
navigated through challenging times over the years.”
Mr. Loeb stated: “We are pleased to have worked constructively
with Gyrodyne to reach an agreement that is in the best interests
of all stakeholders. I look forward to leveraging my perspectives
as a significant shareholder and working alongside my fellow
directors to maximize value for all shareholders.”
As part of the Agreement, the Company has agreed to include Mr.
Loeb in the Company’s slate of director nominees for election at
the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) for
a three-year term. Additionally, Leap Tide has agreed to customary
standstill provisions. The Agreement will be included as an exhibit
to the Company’s Current Report on Form 8-K, which will be filed
with the U.S. Securities and Exchange Commission (the “SEC”).
About Jan Loeb
Mr. Loeb has more than 40 years of money management and
investment banking experience. He has been the Managing Member of
Leap Tide since 2007. From 2005 to 2007, he served as the President
of Leap Tide’s predecessor, Leap Tide Capital Management Inc.,
which was formerly known as AmTrust Capital Management Inc. He
served as a Portfolio Manager of Chesapeake Partners from February
2004 to January 2005. From January 2002 to December 2004, he served
as Managing Director at Jefferies & Company, Inc. From 1994 to
2001, he served as Managing Director at Dresdner Kleinwort
Wasserstein, Inc. (formerly Wasserstein Perella & Co., Inc.).
He served as a Lead Director of American Pacific Corporation from
July 8, 2013 to February 27, 2014, and also served as its Director
from January 1997 to February 27, 2014. He served as an Independent
Director of Pernix Therapeutics Holdings Inc. (formerly, Golf Trust
of America, Inc.) from 2006 to August 31, 2011. He served as a
Director of TAT Technologies, Ltd. from August 2009 to December 21,
2016. He served as a Director of Keweenaw Land Association, Ltd.
from December 2016 until May 2019. He has served as President,
Executive Chairman and board member of Novelstem International Corp
since July 2018.
About Gyrodyne, LLC
Gyrodyne, LLC owns and manages a diversified portfolio of real
estate properties comprising office, industrial and
service-oriented properties in the New York metropolitan area. The
Company owns a 63 acre site approximately 50 miles east of New York
City on the north shore of Long Island, which includes industrial
and office buildings and undeveloped property, and a medical office
park in Cortlandt Manor, New York, both of which are the subject of
plans to seek value-enhancing entitlements. The Company’s common
shares are traded on the NASDAQ Stock Market under the symbol GYRO.
Additional information about the Company may be found on its web
site at www.gyrodyne.com.
Forward-Looking Statements
The statements made in this press release and other materials
the Company has filed or may file with the SEC, in each case that
are not historical facts, contain “forward-looking information”
within the meaning of the Private Securities Litigation Reform Act
of 1995, and Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, both as amended, which
can be identified by the use of forward-looking terminology such as
“may,” “will,” “anticipates,” “expects,” “projects,” “estimates,”
“believes,” “seeks,” “could,” “should,” or “continue,” the negative
thereof, and other variations or comparable terminology as well as
statements regarding the evaluation of strategic alternatives and
liquidation contingencies. These forward-looking statements are
based on the current plans and expectations of management and are
subject to a number of risks and uncertainties that could cause
actual results to differ materially from those reflected in such
forward-looking statements. Such risks and uncertainties include,
but are not limited to, risks and uncertainties relating to our
efforts to enhance the values of our remaining properties and seek
the orderly, strategic sale of such properties as soon as
reasonably practicable, risks associated with the Article 78
proceeding against the Company and any other litigation that may
develop in connection with our efforts to enhance the value of and
sell our properties, ongoing community activism, risks associated
with proxy contests and other actions of activist shareholders,
risks related to the recent banking crisis and closure of two major
banks (including one with whom we indirectly have a mortgage loan),
regulatory enforcement, risks inherent in the real estate markets
of Suffolk and Westchester Counties in New York, the ability to
obtain additional capital in order to enhance the value of the
Flowerfield and Cortlandt Manor properties and negotiate sales
contracts and defend the Article 78 proceeding from a position of
strength, the potential effects of the COVID-19 pandemic, the risk
of inflation, rising interest rates, recession and supply chain
constraints or disruptions and other risks detailed from time to
time in the Company’s SEC reports. These and other matters the
Company discuss in this press release may cause actual results to
differ from those the Company describes.
Important Additional Information
The Company intends to file a proxy statement and BLUE
proxy card with the SEC in connection with its upcoming Annual
Meeting and, in connection therewith, the Company, its directors
and certain of its executive officers will be participants in the
solicitation of proxies from the Company’s shareholders in
connection with such meeting. SHAREHOLDERS OF THE COMPANY ARE
STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING
BLUE PROXY CARD AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE ANNUAL MEETING. The Company’s Annual Report on Form
10-K for the year ended December 31, 2022, filed on March 30, 2023,
contains information regarding the direct and indirect interests,
by security holdings or otherwise, of the Company’s directors and
executive officers in the Company’s securities. Information
regarding subsequent changes to their holdings of the Company’s
securities can be found in the SEC filings on Forms 3, 4, and 5,
and on the Company’s website at
http://www.gyrodyne.com/insidertransactions.php or through the
SEC’s website at www.sec.gov. Updated information regarding the
identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the definitive proxy statement and other materials to be filed with
the SEC in connection with the Annual Meeting. Shareholders will be
able to obtain the definitive proxy statement, any amendments or
supplements to the proxy statement and other documents filed by the
Company with the SEC at no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge at the
Company’s website at http://www.gyrodyne.com/proxy.php.
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version on businesswire.com: https://www.businesswire.com/news/home/20230801880027/en/
Longacre Square Partners Joe Germani / Aaron Rabinovich
jgermani@longacresquare.com / arabinovich@longacresquare.com
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