MGP Ingredients Directors Send Letter to Holders, Says Reject Cray's Nominees, Proposals
MGP Ingredients, Inc. (Nasdaq: MGPI) (the "Company") today announced that it sent a letter to stockholders urging them to support MGP's current strong, independent leadership and reject the Cray Group's dissident nominees and proposals by signing, dating and returning MGP's WHITE proxy card. The full text of the letter to MGP stockholders is below.
Dear Fellow Stockholder:
VOTE THE WHITE CARD NOW TO SUPPORT STRONG, INDEPENDENT LEADERSHIP AT MGP AND PROTECT THE VALUE OF YOUR INVESTMENT
MGP's 2013 Annual Meeting scheduled for August 23, 2013 is rapidly approaching. Your vote is critical to supporting MGP's Independent Directors and professional management team and to protect the value of your investment.
MGP's Independent Directors are looking out for your best interests and those of all common stockholders. Before casting your vote on the WHITE proxy card, consider the following important facts:
* Independent, Third-Party Supports MGP's Nominees. Glass, Lewis & Co., LLC (Glass Lewis), an independent advisor to institutional investors and asset managers that collectively manage more than $15 trillion in assets, recommends voting FOR the Company's director nominees.
"Given that the Cray family already exerts significant influence over the Company through its ownership of 92% of the preferred shares, giving it the right to elect five of the Company's nine directors, and 27.5% ownership of the common shares, we believe it is particularly important in this case for independent directors to maintain their current position. In our view, in light of recent actions, the independent directors are more likely to act in the best interests of all shareholders than is the Cray family." - Glass Lewis Report dated August 9, 2013
* Proxy Advisor Opposes Cray Group Governance Proposals. The Cray Group's efforts are about increasing their already significant control over MGP. Institutional Shareholder Services Inc. (ISS), another independent advisor to institutional investors trusted by over 1,700 clients, recommends against the governance proposals put forth by the Cray Group underscoring the danger for common stockholders in turning over even more control of MGP to the Cray family.
"While the ability to call special meetings generally enhances the rights of shareholders, the dissident is the most likely beneficiary of the proposed special meeting right and could use such right to strengthen board control to the detriment of common shareholders."
"Approval of this proposal along with other proposals brought forward by the dissidents would enable the Cray family to accelerate the removal of B directors, including those independent directors who have recently, in an open letter to shareholders, opposed the proponents and expressed their intent to fulfill their fiduciary duties and work in the best interest of all shareholders." - ISS Report dated August 15, 2013
* MGP's Transformation is on the Right Path. MGP's Independent Directors and management team are guiding the Company through a transformation that is positioning MGP for sustainable, long-term profitability. As evidence, Glass Lewis, states:
"...the Company's most recent stock price performance is indicative of a better performing company that is implementing a strategy that has begun to yield positive financial results." - Glass Lewis Report dated August 9, 2013
* The Cray Group Continues to Interfere with the Board's Fiduciary Duties. Consistent with their fiduciary duties, the Independent Directors are pursuing strategic alternatives to drive value at MGP. In contrast, Cray Group members Karen Seaberg and Bud Cray have made it clear they will not seriously consider potential strategic alternatives. Their position is difficult to reconcile with their fiduciary duties as directors and is not in the best interests of common stockholders.
A vote on the WHITE proxy card will prevent turning even more control over to a group so clearly intent on using its existing control to pursue its own self-interest.
* The Cray Group Has No New Plan to Drive Value Creation at MGP. The Cray Group's "plan" is solely focused on replacing MGP's CEO and Chairman at a critical time in the Company's transformation. Their efforts would jeopardize the transformation. Their self-interested approach would serve to increase their control over MGP and is not in your best interests.
VOTE THE WHITE PROXY CARD TO SUPPORT INDEPENDENT LEADERSHIP AT MGP AND THE BEST INTERESTS OF ALL STOCKHOLDERS
The re-election of Chairman John Speirs – an important advocate for your interests on the MGP Board – and the defeat of the Cray Group's self-interested governance proposals are critical to protecting the value of your investment in MGP.
If you voted the WHITE card already, you do not need to take any further action. If you have not voted the WHITE card yet, we encourage you to do so before the August 23, 2013 Annual Meeting has concluded.
Thank you again for your support,
/s/ John R. Speirs /s/ Michael Braude /s/ John E. Byom /s/ Gary Gradinger John R. Speirs Michael Braude John E. Byom Gary Gradinger Chairman Director Director Director /s/ Linda E. Miller /s/ Daryl R. Schaller Linda E. Miller Daryl R. Schaller, Ph.D. Director Director
The Independent Directors of the Board
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