Bradley L. Radoff Urges GSE Systems’ Board Chair Kathryn O’Connor Gardner to Release 2025 Projections
21 Octubre 2024 - 7:00AM
Business Wire
Questions the Board’s Continued Refusal to
Provide Customary Forward-Looking Business Projections to Enable
Investors to Fairly Evaluate the Proposed Sale to Pelican Energy
Partners
Bradley L. Radoff, who collectively with his affiliates owns
approximately 9.9% of the outstanding shares of GSE Systems, Inc.
(NASDAQ: GVP) (“GSE” or the “Company”), today issued the below open
letter to the Chair of the Company’s Board of Directors (the
“Board”), Kathryn O’Connor Gardner, to urge the Board to provide
the market with customary disclosures regarding the Company’s
forward-looking projections.
Mr. Radoff previously announced his opposition to the Company’s
proposed take-private merger with Pelican Energy Partners
(“Pelican”) and demanded normal course forward-looking projections
be disclosed so shareholders can fairly evaluate the Pelican
transaction.
***
GSE Systems, Inc. 6940 Columbia Gateway Drive, Suite 470
Columbia, MD 21046 Attention: Kathryn O’Connor Gardner, Chair of
the Board of Directors
October 21, 2024
Dear Ms. Gardner,
I am one of GSE’s largest shareholders, with an approximately
9.9% stake in the Company, and am deeply concerned with the Board’s
recent decision to deprive shareholders of crucial information
related to the Pelican transaction. It is clear that the actions of
GSE’s severely inexperienced Board appear to be driven by its
advisors and proposed buyer, none of whom can be expected to act in
shareholders’ best interests. I believe it is incumbent upon you –
in line with your fiduciary duties to shareholders – to release
GSE’s 2025 projections so investors can fairly assess the value of
the Company against the deal price.
If you, Institutional Shareholder Services and the majority of
shareholders think the Pelican merger is truly a great deal and the
best-case scenario for the Company, then why not provide the
numbers to back up that assertion?
The Company’s latest Form 8-K filed on October 18, 2024 raises
more questions regarding the Board’s actions. In my view, it is a
shame that the Board can meet multiple times and spend additional
shareholder resources to reject new alternative proposals, yet
still cannot provide customary forward-looking business projections
that would enable investors to make the most informed decision
possible. Has the Board even met to discuss sharing these
projections with shareholders?
I urge you to immediately provide this necessary information and
transparency to shareholders so that we can independently make the
most informed decision on the Pelican transaction.
Sincerely,
Bradley L. Radoff
***
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY.
DO NOT SEND US YOUR PROXY CARD. MR. RADOFF IS NOT ASKING FOR YOUR
PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. MR. RADOFF IS
NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION
CONTEMPLATE SUCH AN EVENT.
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version on businesswire.com: https://www.businesswire.com/news/home/20241021623109/en/
Greg Lempel greg@fondrenlp.com
GSE Systems (NASDAQ:GVP)
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