CRNS Cronos Grp. S A (MM)

The Wynnefield Group, a long-term holder of 343,922 shares in the Cronos Group (Nasdaq:CRNS), today urged other outside shareholders to make their decision on how to vote in the proposed transaction based on a review of the facts presented in the company�s upcoming proxy filing. On Wednesday, February 28, 2007, the Cronos Group � one of the world's leading lessors of intermodal containers � announced that it had entered into a definitive agreement to be purchased by a group including certain members of the company�s management team, as well as other third-party investors. Under the agreement, the group will purchase all of Cronos' assets and assume all of Cronos� liabilities for a purchase price equal to $16.00 per share. Within 48 hours of the company�s February 28, 07 announcement, Alan Kahn, who to us seems like a �serial plaintiff� in going private transactions involving management, filed a lawsuit seeking substantial monetary payment alleging among other things: conflict of interest; unfair terms; breach of fiduciary duty; and flawed sales process. Mr. Kahn bases much of his notion on the fact that the Cronos common share �had recently traded as high as $18.24� and the $16.00 bid therefore capped the Cronos share price. Wynnefield thinks this is nonsense. What Mr. Kahn fails to mention is that the stock traded at $18.24 only on one day (Jan 17, 2007). What he fails to mention is that by Jan 24, 2007 the stock traded at $14.49. On Jan 31, 2007 it traded at $14.37, and on Feb 3, 2007 it traded at $14.30. Informationally, the stock�s recent low was $11.96 on Nov. 29, 2006. Further illustrating Mr. Kahn�s �ready, fire, then aim� approach, the lawsuit was commenced even before the company filed its proxy statement which will provide detailed information about the sale process, other elements of the transaction and the company�s plan going forward. Nelson Obus, Managing Partner of Wynnefield commented, �It is unfortunate that an individual who claimed for many years to be a value investor, comports himself in this way. Wynnefield, like other value oriented funds, invests on the basis that stocks of particular companies are mispriced by the market. Value research is directed to understanding what the market has not understood about a particular situation and investing accordingly.� Mr. Obus went on to say, �Alan Kahn certainly knows that stocks are infrequently fairly valued, and to now allege that a single day when the stock achieved its highest price in recent history should be the benchmark from which a �premium� should then be offered is embarrassing to the value investing community. However, since Alan did not even wait to see what was in the proxy before filing his lawsuit, one can only speculate on his underlying motivation. What we know for sure is that this motivation is not based on the complete facts, since he will not even have them until the proxy is filed.� �As a long-time significant shareholder in this company, we urge all outside shareholders to determine how to vote on the proposed transaction based on the facts. And those facts will be presented in the company�s upcoming proxy filing � not in the latest baseless lawsuit from Alan Kahn,� concluded Obus. ABOUT THE WYNNEFIELD GROUP: The Wynnefield Group includes several affiliates of Wynnefield Capital, Inc. (WCI), a value investor specializing in U.S. small cap situations that have company- or industry-specific catalysts. WCI was established in 1992. Its founding partners, Nelson Obus and Joshua Landes, held senior research and institutional equity positions at Lazard Freres & Co. during the 1980s, and the initial Wynnefield investors included many of their colleagues at Lazard. The fund has grown to approximately $400 million under management. Nelson Obus currently serves on the board of directors of Layne Christensen Company (NASDAQ: LAYN), serving on its audit committee and compensation committee.