Ballantyne Strong and Fundamental Global Investors Announce Settlement of Proxy Contest
April 22 2015 - 8:00AM
Business Wire
Ballantyne Strong, Inc. (NYSE MKT: BTN) (“the Company”) and
Fundamental Global Investors (“FGI”) today announced the settlement
of FGI’s proxy contest.
Key terms of the settlement are as follows:
- The Board of Directors will be expanded
from seven members to nine members.
- Five of the members of the Board of
Directors will come from FGI’s slate of proposed directors: D. Kyle
Cerminara, William J. Gerber, Charles T. Lanktree, Robert J.
Marino, and Robert J. Roschman.
- Four of the members of the Board of
Directors will come from incumbent directors of Ballantyne Strong:
Samuel C. Freitag, James C. Shay, Marc E. LeBaron, and Gary L.
Cavey.
- At least two of the incumbent directors
will serve on all committees of the Board of Directors for two
years.
- FGI and certain of its affiliates and
associates agree not to acquire, in the aggregate, beneficial
ownership of more than 20% of the outstanding shares of common
stock of Ballantyne Strong for two years.
- The Company will amend its Shareholder
Rights Plan to expire within five business days after the date
hereof without any consideration being paid to the holders of the
rights thereunder.
FGI has withdrawn its proxy contest, and the combined slate of
nine directors will stand for election at the Company’s 2015 Annual
Meeting of Stockholders to be held on May 13, 2015.
“The Board is pleased to announce this settlement with
Fundamental Global Investors and is confident that the changes we
are making will serve the best interests of our shareholders,” said
Samuel C. Freitag, Chairman of the Board of Directors of Ballantyne
Strong. “We believe the new composition of the Board of Directors
is a strong collection of highly experienced and accomplished
executives with diverse skill sets that will provide energetic and
active leadership as we work to enhance long-term shareholder
value.”
“We look forward to working with Ballantyne Strong’s management
team, Sam Freitag and the newly formed Board to improve returns for
shareholders,” said D. Kyle Cerminara, Chief Executive Officer of
Fundamental Global Investors. “We believe there is a significant
opportunity to improve Ballantyne Strong’s financial performance
while strengthening capital allocation decisions, corporate
governance and shareholder relations. There is tremendous value to
be unlocked at Ballantyne Strong, in our opinion, and we will look
to instill a sense of urgency to create value for
shareholders.”
About Ballantyne Strong, Inc.
(www.strong-world.com)
Ballantyne Strong designs, integrates, and installs technology
solutions for a broad range of applications; develops and delivers
out-of-home messaging, advertising and communications; manufactures
projection screens and lighting products; and provides managed
services including monitoring of networked equipment. The Company
focuses on serving the retail, financial, government and cinema
markets.
Forward-Looking Statements
Except for the historical information in this press release, it
includes forward-looking statements that involve risks and
uncertainties, including but not limited to, quarterly fluctuations
in results; customer demand for the Company’s products; the
development of new technology for alternate means of motion picture
presentation; domestic and international economic conditions; the
management of growth; and other risks detailed from time to time in
the Company’s Securities and Exchange Commission filings. Actual
results may differ materially from management’s expectations. The
Company does not undertake to update or revise forward-looking
statements in this press release to reflect the impact of
circumstances or events that arise after the date the
forward-looking statements are made, except as required under
applicable securities laws.
Important Additional Information
The Company, certain of its directors, its director nominees and
certain of its officers are participants in the solicitation of
proxies from the stockholders of the Company in connection with the
Company’s 2015 Annual Meeting of Stockholders. Information
concerning the identity and interests of these persons will be
available in the Company’s definitive proxy statement, when
available, that the Company plans to file with the Securities and
Exchange Commission (“SEC”), as such proxy statement is
subsequently supplemented or amended.
The Company’s definitive proxy statement, any other relevant
documents and other proxy solicitation materials filed with the SEC
concerning the Company are or will be available, when filed, free
of charge at www.sec.gov and www.ballantynestrong.com. The
Company’s stockholders should carefully read the definitive proxy
statement, and any supplements thereto, and other proxy materials
as and when they become available before making any voting
decisions.
Ballantyne Strong, Inc.Financial Profiles, Inc.Tony
Rossi310-622-8221trossi@finprofiles.comorFundamental Global
Investors, LLCD. Kyle CerminaraChief Executive Officer of
Fundamental Global Investors, LLC704-677-0534
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