Ramius Capital Urges Lamson & Sessions Board of Directors to Set Date for Annual Meeting or Add Ramius Representatives to Board
26 Abril 2007 - 7:56AM
Business Wire
Admiral Advisors, LLC, a subsidiary of Ramius Capital Group, L.L.C.
(collectively, �Ramius�) today delivered a letter to the President
and Chief Executive Officer of The Lamson & Sessions Co.
(�Lamson�)(NYSE: LMS) and its Board of Directors in which it urged
Lamson to promptly set a date for its 2007 annual meeting of
shareholders or add two Ramius representatives to Lamson�s Board of
Directors. In addition, Starboard Value and Opportunity Master Fund
Ltd., an affiliate of Ramius, today filed preliminary proxy
materials with the Securities and Exchange Commission seeking to
elect its nominees to the Board of Directors of Lamson at the 2007
annual shareholders� meeting. Full text of the letter follows:
April 26, 2007 Michael Merriman The Lamson & Sessions Co.
President and CEO 25701 Science Park Drive Cleveland, OH 44122 CC:
Board of Directors Dear Michael, April 28, 2007 marks the one year
anniversary of last year's annual shareholders' meeting of The
Lamson & Sessions Co. (the "Company"). To our knowledge, the
Board of Directors of the Company (the "Board") has not yet set a
date for this year's annual meeting (the "2007 Annual Meeting"). We
believe the Board may have delayed scheduling the 2007 Annual
Meeting because of the exploration of strategic alternatives
currently underway. We are supportive of the Board's decision to
hire Perella Weinberg to assist in this process. However, it is not
the Board's right to unilaterally decide for the Company's
shareholders that the current Board best represents the interests
of the shareholders during these pivotal times. We request that the
Company either promptly set the date for the 2007 Annual Meeting so
that shareholders may vote for who they believe will represent
their best interests (including our nominees as minority
representatives on the Board to assist in making these material
decisions), or, alternatively, immediately name two of our nominees
to the Board to help the current Board members evaluate what are
likely complicated and weighty alternatives. Our request for
minority representation on the Board is reasonable, just, and
frankly similar to what we have suggested to you and the Board on
several occasions in the past. We believe such minority
representation would add considerable value to the Board's
deliberations and would avoid an unnecessary proxy contest. We
would expect our two nominees to serve on a special committee of
the Board with other independent directors to work with Perella
Weinberg in reviewing strategic alternatives. Thank you for your
consideration and, as always, we trust that the shareholders' best
interest will remain of paramount importance. Best Regards, Jeffrey
C. Smith Partner Ramius Capital Group About Ramius Capital Group,
L.L.C. Ramius Capital Group is a registered investment advisor that
manages assets of approximately $8 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. CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS Starboard Value and Opportunity Master Fund Ltd., an
affiliate of Ramius Capital Group, L.L.C. (�Ramius Capital�),
together with the other participants named herein, has made a
preliminary filing with the Securities and Exchange Commission
(�SEC�) of a proxy statement and an accompanying proxy card to be
used to solicit votes for the election of its nominees at the 2007
annual meeting of shareholders of The Lamson & Sessions Co., an
Ohio corporation (the �Company�). RAMIUS CAPITAL ADVISES ALL
SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER
PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC�S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR,
MACKENZIE PARTNERS, INC., TOLL-FREE AT (800) 322-2885 OR COLLECT AT
(212) 929-5500 OR VIA EMAIL AT PROXY@MACKENZIEPARTNERS.COM. The
participants in the proxy solicitation are Starboard Value and
Opportunity Master Fund Ltd., a Cayman Islands exempted company
(�Starboard�), Parche, LLC, a Delaware limited liability company
(�Parche�), Admiral Advisors, LLC, a Delaware limited liability
company, Ramius Capital Group, L.L.C., a Delaware limited liability
company (�Ramius Capital�), C4S & Co., L.L.C., a Delaware
limited liability company (�C4S�), Peter A. Cohen, Morgan B. Stark,
Thomas W. Strauss, Jeffrey M. Solomon, Michael Caporale, Jr.,
William J. Fox and Jeffrey C. Smith (the �Participants�). Starboard
beneficially owns 1,318,244 shares of Common Stock of the Company.
Parche beneficially owns 251,094 shares of Common Stock of the
Company. As the investment manager of Starboard and the managing
member of Parche, Admiral Advisors may be deemed to beneficially
own the 1,318,244 shares of Common Stock of the Company owned by
Starboard and the 251,094 shares of Common Stock of the Company
owned by Parche. As the sole member of Admiral Advisors, Ramius
Capital may be deemed to beneficially own the 1,318,244 shares of
Common Stock of the Company owned by Starboard and the 251,094
shares of Common Stock of the Company owned by Parche. As the
managing member of Ramius Capital, C4S may be deemed to
beneficially own the 1,318,244 shares of Common Stock of the
Company owned by Starboard and the 251,094 shares of Common Stock
of the Company owned by Parche. As the managing members of C4S,
each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be
deemed to beneficially own the 1,318,244 shares of Common Stock of
the Company owned by Starboard and the 251,094 shares of Common
Stock of the Company owned by Parche. Mr. Caporale does not
beneficially own any shares of Common Stock of the Company. Mr. Fox
does not beneficially own any shares of Common Stock of the
Company. Mr. Smith does not beneficially own any shares of Common
Stock of the Company.
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