SUGAR
LAND, Texas, March 23,
2022 /PRNewswire/ -- Trecora Resources
("Trecora" or the "Company") (NYSE: TREC), a leading provider of
specialty hydrocarbons and waxes, today issued the following
statement regarding Ortelius Advisors' ("Ortelius") letter to
Trecora stockholders yesterday:
"Trecora's Board of Directors and management team are focused on
delivering value for our shareholders. While we are confident that
the Company is positioned for strong, profitable growth, we also
remain open to exploring all value-enhancing opportunities.
To that end, we have spoken with the principal of Ortelius on
dozens of occasions over the past eighteen months and have
considered his input seriously and objectively. In those
conversations, Ortelius has made a wide assortment of claims and
proposals. At various times, Ortelius has wanted us to:
- Enter into exclusive negotiations with Ortelius to sell it the
Company (even though Ortelius did not indicate a buyout price or
demonstrate that it had adequate financing);
- Support Ortelius in issuing a mini-tender offer to buy
additional shares in the Company;
- Allow Ortelius to buy more than 15% of Trecora stock and waive
the protections afforded to our other shareholders under
Delaware corporate law;
- Have the Company conduct a Dutch-tender to buy our own stock
while Ortelius also buys stock through a tender or in the open
market;
- Add three new directors to the Board;
- Replace six directors on the Board; and
- Add three directors and remove two directors from the
Board.
Ortelius has also suggested several permutations of those ideas
at various times.
Despite professing an interest in buying all of Trecora (or a
substantial minority interest in Trecora) at different times over
the last eighteen months, Ortelius has never submitted an
indication of value and has, oddly, refused to even sign a standard
non-disclosure agreement so that the Company could provide Ortelius
with the information it would seemingly need to make such a
proposal.
Ortelius now publicly claims to have a "plan to improve
operating and financial performance." However, if this plan does
exist, Ortelius has yet to share it with Trecora's Board or
management team despite having had ample opportunity to do so.
Nevertheless, Trecora's Board and management team have continued
to engage constructively with Ortelius in good faith. In the Fall,
for example, the Board interviewed three Ortelius director
candidates and offered to appoint one of them to the Board, without
even requesting a typical standstill. Ortelius curiously rejected
this offer.
Last month, Ortelius surprised us again by indicating its
intention to nominate six directors to our seven-person Board.
Ortelius appears now to be seeking to do at the ballot box what it
has been, so far, unable and unwilling to do with a checkbook:
acquire control of the Company without competition from other
parties.
Earlier this month, in an effort to avoid a costly and
disruptive proxy contest, two of the Company's independent
directors further engaged with the principal of Ortelius in order
to find an amicable resolution. During this conversation, Ortelius
suggested another new proposal, asking to seat three of its
director candidates and for the Board to waive certain protective
provisions of Delaware law, which
would enable Ortelius to buy the Company later without customary
protections for other shareholders. Despite this new request that
again appears to favor only Ortelius' interests, the Trecora Board
has begun the process of interviewing two of the latest director
candidates that Ortelius has recommended to the Board, in an
attempt to find a resolution that is in the best interest of all
shareholders.
In short, Ortelius' assertion in its letter that the Board has
"refused to genuinely engage" is simply false. Trecora's Board and
management team have had dozens of interactions with Ortelius and
considered almost as many new and seemingly impulsive ideas from
Ortelius. Most of these suggestions do not appear to be about
creating value for all our shareholders but rather aimed at
providing Ortelius a special, substantial economic interest in
Trecora, or control of Trecora, without Ortelius providing a
premium to other shareholders.
The Trecora Board will carefully review and evaluate the Board
candidates proposed by Ortelius and will present its
recommendations regarding the director election in the Company's
definitive proxy statement to be filed with the U.S. Securities and
Exchange Commission. The Company has not yet announced the date of
its 2022 Annual Meeting of Stockholders."
Shareholders are not required to take any action at this
time.
About Trecora Resources (TREC)
TREC owns and
operates a specialty petrochemicals facility specializing in high
purity hydrocarbons and other petrochemical manufacturing and a
specialty wax facility, both located in Texas, and provides custom processing services
at both facilities.
Important Additional Information
Trecora, its
directors and certain of its executive officers are participants in
the solicitation of proxies from the Company's stockholders in
connection with the Company's 2022 Annual Meeting of Stockholders.
The Company intends to file a proxy statement and BLUE proxy card
with the U.S. Securities and Exchange Commission ("SEC") in
connection with any such solicitation of proxies from the Company's
stockholders. STOCKHOLDERS 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. The Company's definitive proxy statement for the 2021
Annual Meeting of Stockholders 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, which are available on the Company's
website at https://ir.trecora.com by selecting the "SEC Filings"
link or through the SEC's website at www.sec.gov. Information can
also be found in the Company's other SEC filings, including the
Company's definitive proxy statement for the 2021 Annual Meeting of
Stockholders and its Annual Report on Form 10-K for the year ended
December 31, 2021. 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
2022 Annual Meeting of Stockholders. Stockholders 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 on the
Company's website at https://ir.trecora.com by selecting the "SEC
Filings" link.
Investor Relations Contact
Jeremy Hellman, CFA
(212) 836-9626
jhellman@equityny.com
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SOURCE Trecora Resources