Ramius Capital Group, L.L.C. (�Ramius�) today disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that it beneficially owns approximately 9.0% of the common stock of The Lamson & Sessions Co. (�Lamson� or the �Company�) (NYSE: LMS), making Ramius the Company�s largest stockholder. In addition, Admiral Advisors, LLC, a subsidiary of Ramius, delivered a letter to Lamson�s President and Chief Executive Officer and its Board of Directors in which it reiterated its view about the Company�s PVC Pipe Business and urged Lamson to hire a reputable investment bank to explore a sale of the PVC Pipe Business or the entire company. Ramius believes that Lamson�s shares are significantly undervalued primarily due to the impact of the PVC Pipe Business on consolidated performance. In the letter, Ramius Executive Managing Director Jeffrey C. Smith states that, �[I]n order to maximize value at LMS, the PVC Pipe Business must, and can, be sold�.The successful sale of PW Eagle further demonstrates the current market demand for assets similar to LMS� PVC Pipe Business.� Ramius believes that a sale of Lamson�s PVC Pipe Business could generate $70 million or more in gross proceeds. �If management and the Board determine after conducting a thorough analysis that the PVC Pipe business represents a core piece of the consolidated LMS business and should not be separated from Carlon and Lamson Home Products, then the Company should immediately explore a value-maximizing event through the sale of the entire Company,� continued Smith. Ramius also disclosed in the letter its intention to nominate directors for election to Lamson�s board of directors at the Company�s upcoming annual meeting if Ramius cannot reach agreement with Lamson on representation and a clear direction for the Company. Ramius also reiterated its view that Lamson should use its resources to maximize value for stockholders rather than using the Company�s stock or cash to pursue acquisition opportunities. About Ramius Capital Group, L.L.C. Ramius Capital Group is a registered investment advisor that manages assets of approximately $7.9 billion in a variety of alternative investment strategies. Ramius Capital Group is headquartered in New York with offices located in London, Tokyo, Hong Kong, Munich, and Vienna. Text of the letter follows: January 18, 2007 Michael Merriman The Lamson & Sessions Co. President and CEO 25701 Science Park Drive Cleveland, OH 44122 CC: Board of Directors Dear Michael, We continue to believe The Lamson & Sessions Co. ("LMS" or the "Company") is significantly undervalued. Since our initial 13D filing on December 5, 2006, we have increased our ownership stake to 9.0% of the Company's shares outstanding, making us the largest stockholder of LMS. We remain steadfast in our commitment to this investment and our conviction about the value opportunity. To realize this value for all stockholders, we urge the Board to immediately hire a reputable investment bank to fully explore all strategic alternatives, including both a sale of the PVC Pipe business and a sale of the entire company. Recent events have confirmed our belief that in order to maximize value at LMS, the PVC Pipe business must, and can, be sold. When we met with you and Jim Abel in Cleveland on December 15, 2006, just two weeks prior to the end of the fourth quarter, you mentioned to us that over the past several years the Company has made significant operational improvements in the PVC Pipe business and, therefore, the PVC Pipe business would no longer be in a position to lose money, even in cyclical troughs. Based on the January 16, 2007 earnings pre-announcement, however, it is clear that the PVC Pipe business did lose money. The shortfall in the Company's fourth quarter operating results was due entirely to the PVC Pipe business, which generated a loss of between $1 million and $2 million. We are concerned that management does not have a clear handle on the PVC Pipe business and its potential impact on consolidated performance and valuation. Further, the volatility associated with this business will continue to demand management's increased attention. The PVC Pipe business should be sold, and, in the current market environment, it can be sold. On January 16, 2007, PW Eagle, Inc., a competitor in the PVC pipe market ("PWEI"), announced a definitive agreement to be acquired by J-M Manufacturing Company, Inc. for $33.50 per share. Based on analyst estimates, this purchase price represents an Enterprise Value / Normalized EBITDA multiple of between 6.4x and 7.0x. The successful sale of PWEI further demonstrates the current market demand for assets similar to LMS' PVC Pipe business. As you may recall, during several discussions with you and Jim, we discussed the potential value of LMS' PVC Pipe business. Much of those discussions centered on bipartisan speculation as to whether market value multiples for PWEI, the closest pure-play publicly traded comparable, were near realizable value. Based on the positive outcome of the sale process to a strategic buyer, the multiple paid for that business, and your previously expressed opinion on PW Eagle's market value, it should be obvious that the Company's view of the current mergers and acquisitions landscape may be stale. Demand for good assets continues to be strong and LMS has a terrific opportunity to sell an asset that continues to hinder value for stockholders. This data point firmly supports the analysis we provided in our prior letter to you, dated December 4, 2006, that stated our belief that LMS' PVC Pipe business could be sold in a range of 5.0x - 7.0x normalized EBITDA, representing gross proceeds of up to $70 million. Assuming a $70 million value for the PVC Pipe business, coupled with the analysis of the value of the other businesses set forth in our letter dated December 4, 2006, would imply a range of value for LMS shares of between $30 and $35. We are cognizant of the potential structural issues surrounding a sale of the PVC Pipe business. However, we feel that this is not a compelling reason for not hiring an advisor to explore a sale or disposition but, rather, an additional impetus for seeking expert advice. Regardless of any structural challenges or opportunities, the Company's stock price is deeply discounted in the market today and we believe that this situation can and must be remedied. If management and the Board determine after conducting a thorough analysis that the PVC Pipe business represents a core piece of the consolidated LMS business and should not be separated from Carlon and Lamson Home Products, then the Company should immediately explore a value-maximizing event through the sale of the entire Company. We would also like to take this opportunity to reiterate our view that given the material valuation discount ascribed to LMS, the Company should be using its resources to focus on maximizing the value of its current assets and should not be exploring acquisitions either in cash or in stock. We hope that our dialogue will remain constructive as we believe the Board and the stockholders' interests should be aligned in maximizing value for all stockholders. We look forward to working with management and the Board to help evaluate these critical and time-sensitive decisions. To effectively work with the Company, it makes sense at this time to discuss immediate and meaningful representation on the Board so we can ensure that the best interests of all stockholders are represented. In the event we cannot reach agreement on representation and a clear direction for the Company, we intend to nominate directors for election at the upcoming annual meeting. In addition to continuing our dialogue with management, we would welcome direct contact with any of the current members of the Board of Directors and trust that the best interests of all stockholders will remain of paramount importance. Best Regards, /s/ Jeffrey C. Smith Jeffrey C. Smith Executive Managing Director Ramius Capital Group
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