MGP Ingredients, Inc.
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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