Glass Lewis Recommends FOR the MGP Ingredients Board Nominees on the WHITE
ATCHISON, Kan., Aug. 13, 2013 (GLOBE NEWSWIRE) -- MGP Ingredients, Inc.
(Nasdaq:MGPI) (the "Company") today announced that Glass, Lewis & Co., LLC, a
leading provider of proxy voting advisory services to institutions and other
professional investors, recommends stockholders support MGP's current
management team and Board by voting FOR the Company's director nominees on the
Company's WHITE proxy card at the Company's 2013 Annual Meeting of
Stockholders to be held on August 23, 2013.
Glass Lewis' report is a resounding vote in favor of MGP and the actions its
independent directors and management team are taking to deliver value to all
stockholders. Glass Lewis is an independent third party trusted by over 900
clients, including pension plans, mutual funds and asset managers that
collectively manage more than $15 trillion in assets, to provide unbiased
advice in contested proxy contests. Their clear support of MGP's director
nominees highlights the importance of keeping independent voices on the MGP
Board to protect the interests of common stockholders and is another reason
stockholders should vote the WHITE proxy card.
In their report dated August 9, 2013, Glass Lewis clearly indicates its
support for MGP's director nominees (emphasis added):
"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."
The Glass Lewis report goes further to address important topics that should be
carefully considered by stockholders before casting their vote:
On the positive impact of MGP's management-led transformation and
corresponding stock price performance:
"...MGP's stock price has outperformed peers and the index. In our view, 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."
On the strength of MGP's nominees and management:
"In our view, Mr. Speirs strongly and effectively defends his campaign for
continued service as the Company's chairman and for Mr. Newkirk to continue
as the Company's CEO...Given their previous support of Mr. Newkirk, it's
unclear as to why the Cray family has turned on Mr. Newkirk and the
management team now, especially considering that the Cray family continues
to believe in the merits of the Company's strategy."
On the Cray Group's criticisms of MGP's executive and director compensation
"Furthermore, we find the Dissident's concerns regarding executive and
director pay somewhat disingenuous given that both Mr. Cray, Jr. and Mrs.
Seaberg voted in favor of the current compensation of management on two
occasions, with the most recent vote on July 11, 2013, according to the
THE CRAY GROUP CONTINUES TO INTERFERE WITH THE BOARD'S FIDUCIARY DUTIES
Consistent with their fiduciary duties, the independent directors of MGP are
exploring any alternative that could maximize value for all common
stockholders. In their report, Glass Lewis supports MGP's review of strategic
"Still, we recognize that a review of the Company's strategic alternatives
is a legitimate undertaking by the board and is in fact a sign of a
well-functioning board. One of any board's responsibilities is to evaluate
the company's business strategy and, when necessary, conduct an in-depth
review or exploration of strategic alternatives that could better or more
quickly maximize shareholder value."
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.
Stockholders must carefully consider whether they want to turn even more
control over to a group so clearly intent on using its existing control to
pursue its own self-interest.
The independent directors of MGP believe that stockholders cannot allow the
Cray Group to increase their control over MGP. MGP urges stockholders to vote
the WHITE proxy card to ensure independent leadership at MGP will continue to
serve the best interests of all stockholders, not just the interests of a
If you have questions about how to vote your shares, or need additional
assistance, please contact the firm assisting us in the solicitation of proxy
Innisfree M&A Incorporated
Stockholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call: (212) 750-5833
Vote the White Proxy Card today!
About MGP Ingredients
MGP is a leading independent supplier of premium spirits, offering flavor
innovations and custom distillery blends to the beverage alcohol industry. The
Company also produces high quality food grade industrial alcohol and
formulates grain-based starches and proteins into nutritional, as well as
highly functional, innovations for the branded consumer packaged goods
industry. Distilled spirits are produced at facilities in the adjacent towns
of Lawrenceburg and Greendale, Indiana. The Company is headquartered in
Atchison, Kansas, where a variety of distilled alcohol products and food
ingredients are manufactured. For more information, visit mgpingredients.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements as well as historical
information. Forward-looking statements are usually identified by or are
associated with such words as "intend," "plan," "believe," "estimate,"
"expect," "anticipate," "hopeful," "should," "may," "will," "could,"
"encouraged," "opportunities," "potential" and/or the negatives of these terms
or variations of them or similar terminology. They reflect management's
current beliefs and estimates of future economic circumstances, industry
conditions, Company performance and financial results and are not guarantees
of future performance. All such forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement.
Investors should not place undue reliance upon forward-looking statements and
the Company undertakes no obligation to publicly update or revise any
forward-looking statements. Important factors that could cause actual results
to differ materially from our expectations include, among others: (i)
disruptions in operations at our Atchison or Indiana facilities, (ii) the
availability and cost of grain and fluctuations in energy costs, (iii) the
effectiveness of our hedging strategy, (iv) the competitive environment and
related market conditions, (v) the ability to effectively pass raw material
price increases on to customers, (vi) the ability to effectively operate the
Illinois Corn Processing, LLC ("ICP") joint venture, (vii) our ability to
maintain compliance with all applicable loan agreement covenants, (viii) our
ability to realize operating efficiencies, (ix) actions of governments and (x)
consumer tastes and preferences. For further information on these and other
risks and uncertainties that may affect our business, including risks specific
to our Distillery and Ingredient segments, see Item 1A. Risk Factors of our
Annual Report on Form 10-K for the year ended December 31, 2012, as updated by
Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2013.
Important Additional Information
The definitive proxy statement, any other relevant documents and other
materials filed with the SEC concerning the Company are available free of
charge at www.sec.gov. For a copy of final definitive materials with respect
to 2013 Annual Meeting, including Amendment No. 3 of the supplement to the
proxy statement, please see http://ir.mgpingredients.com/annuals.cfm. Voting
remains open to stockholders of record at the close of business on April 3,
2013. Stockholders should carefully read the definitive proxy statement,
including supplements thereto, before making any voting decision.
The Company and its directors, director nominees, the Company's chief
executive officer and its chief financial officer (the "Participants") may be
deemed to be participants in the solicitation of proxies in connection with
the 2013 Annual Meeting.Information regarding the Participants in the
solicitation is more specifically set forth in the definitive proxy statement
and the proxy statement supplement that were filed by the Company with the SEC
and which are available free of charge from the SEC and the Company, as
CONTACT: Investors & Analysts:
George Zagoudis, Investor Relations
913-360-5441 or email@example.com
Shanae Randolph, Corporate Director of Communications
913-367-1480 or firstname.lastname@example.org
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