Ramius Capital Increases Stake in Lamson & Sessions Co. to 9.0%
19 Enero 2007 - 5:00AM
Business Wire
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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