MGP Ingredients, Inc. Sends Letter to Stockholders
Stockholders Urged to Vote MGP's WHITE Proxy Card and Reject the Cray Group's
Nominees and Proposals
ATCHISON, Kan., Aug. 19, 2013 (GLOBE NEWSWIRE) -- 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
- 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
*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,
The Independent Directors of the Board
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 firstname.lastname@example.org
Shanae Randolph, Corporate Director of Communications
913-367-1480 or email@example.com
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