12.8% Shareholder Group Issues Statement Regarding Aegean Marine Petroleum Network's Refusal to Engage with the Group Regarding Its Director Nominations
Aegean's Silence Raises Extreme Concerns That the Board is Taking Steps to Entrench Itself and Disenfranchise Shareholders
Extensive Related Party Transactions Involving Founder Dimitris Melissanidis Lead to Suspicion That the Board May Be Contemplating a Dilutive Transaction to Thwart the Shareholder Vote at the 2018 Annual Meeting
Warns Company That Any Attempt to Limit the Voting Rights of Shareholders Will Be Met with Swift Rebuke and Immediate Legal Challenge
SAN FRANCISCO, Feb. 19, 2018 /PRNewswire/ -- The Committee for Aegean Accountability (the "Committee"), a group of shareholders collectively owning approximately 12.8% of the outstanding shares of Aegean Marine Petroleum Network, Inc. ("Aegean" or, the "Company") (NYSE: ANW), has issued the statement below, directed at the Chairman of the Company's Board of Directors (the "Board") to convey its serious concerns regarding the Board's refusal to engage with the Committee regarding its director nominations for the Company's 2018 Annual Meeting. The Committee also expressed its grave concern that the Board, which has relationships with Founder Dimitris Melissanidis and a history of approving troubling related party transactions, may be planning a dilutive transaction designed to thwart the efforts of shareholders to elect new directors at the upcoming 2018 Annual Meeting.
Tyler Baron issued the following statement on behalf of the Committee:
"We are deeply disappointed by the Board's lack of response to our nomination of four highly qualified candidates for election to the Board at the 2018 Annual Meeting. The Committee has, in good faith, made repeated efforts at constructive engagement, including a public letter to the Company in December. To date, these efforts have been met with silence and dismissal from the Board. Unfortunately, this is consistent with the Board's established pattern of inadequately addressing the concerns of the very shareholders for which it has a fiduciary duty to represent, a pattern which required the formation of the Committee to begin with and has persisted.
A foundational principle of corporate governance is that the owners of a company are vested with the power to choose who will best represent their interests and uphold the fiduciary duties to which the board of directors is bound. The Committee's nominations present shareholders with a compelling choice to restore accountability to the Board and unlock substantial shareholder value. Based on extensive feedback from shareholders, the Committee is confident that its views are broadly shared. We look forward to soliciting votes in favor of the election of our slate of four highly qualified nominees to restore credibility on the Board and effect long-overdue changes at the Company.
The Committee would like to remind the Board that while the majority of its members are based in Greece, the Company is subject to the applicable laws and regulations of the Securities and Exchange Commission, the New York Stock Exchange and the Republic of the Marshall Islands, where the Company is domiciled. This Board's troubling history of related party transactions that benefit Founder Dimitris Melissanidis at the expense of shareholders makes us gravely concerned that the Board's silence means it is contemplating a transaction designed to dilute shareholder influence at Aegean. We caution the Board against any attempt to suppress the voting rights of shareholders through a dilutive transaction.
The Committee can only interpret the Board's lack of meaningful response as a further indication of its entrenchment, and absent any communication, we intend to serve the Company with a books and records request to determine the full extent of the Board's involvement in related party dealings. As always, however, we remain ready and willing to engage in constructive discussions with the Company at all times."
About the Committee for Aegean Accountability
The Committee for Aegean Accountability is a group of eight long-term shareholders and director nominees collectively owning approximately 12.8% of the outstanding shares of the Company and seeking to unlock value on behalf of all shareholders through enhanced corporate governance practices and Board refreshment.
The Committee, led by Tyler Baron, has retained Olshan Frome Wolosky LLP as its legal advisor in connection with its engagement and discussions with the Company.
Investor Contact:
Tyler Baron
The Committee for Aegean Accountability
[email protected]
Legal Contact:
Andrew Freedman
Olshan Frome Wolosky LLP
[email protected]
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Tyler Baron, together with the other participants named herein (collectively, "The Committee for Aegean Accountability"), intends to make 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 a slate of director nominees at the 2018 annual meeting of stockholders of Aegean Marine Petroleum Network, Inc. ("Aegean" or, the "Company").
THE COMMITTEE FOR AEGEAN ACCOUNTABILITY ADVISES ALL STOCKHOLDERS 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 SOLICITATION WILL PROVIDE COPIES OF THESE MATERIALS WITHOUT CHARGE UPON REQUEST.
The participants in the solicitation are Tyler Baron, August Roth, Justin Moore, Shah Capital Management, Himanshu H. Shah, Towle & Co., Joseph E. Towle, Christopher D. Towle, Raymond Bartoszek, David Kirshner and Donald Moore.
As of the date hereof, Mr. Baron beneficially owns directly 160,000 shares of ANW common stock, $0.01 par value per share (the "Common Stock"), 1,000 shares of which are held in record name. Mr. Roth owns directly 850,000 shares of Common Stock, 1,000 shares of which are held in record name. Mr. J. Moore owns directly 800,000 shares of Common Stock. Shah Capital Management ("SCM") beneficially owned 1,093,101 shares. Mr. Shah owns directly 35,594 shares of Common Stock and, as President and Chief Investment Officer of SCM, may be deemed the beneficial owner of the 1,093,101 shares beneficially owned by SCM. Towle & Co. ("Towle") beneficially owns 2,042,039 shares of Common Stock. Mr. J. Towle owns directly 58,900 shares of Common Stock and, as the investment manager of Ellwood House Association ("Ellwood"), may be deemed the beneficial owner of the 10,100 shares held by Ellwood. Mr. J. Towle, as a partner of Towle, may also be deemed the beneficial owner of the 2,042,039 shares beneficially owned by Towle. Mr. C. Towle owns directly 26,500 shares, including 4,500 shares owned by his spouse. Mr. C. Towle, as general partner of Towle Institutional Partners, LP ("Towle Partners"), may be deemed the beneficial owner of the 1,235 shares held by Towle Partners. As a partner of Towle, Mr. C. Towle may also be deemed the beneficial owner of the 2,042,039 shares beneficially owned by Towle.
Mr. Bartoszek owns directly 150,000 shares of Common Stock. Mr. Kirshner owns 3,000 shares of Common Stock. Mr. D. Moore does not own any shares of Common Stock.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS. FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY USE OF WORDS SUCH AS "OUTLOOK", "BELIEVE", "INTEND", "EXPECT", "POTENTIAL", "WILL", "MAY", "SHOULD", "ESTIMATE", "ANTICIPATE", AND DERIVATIVES OR NEGATIVES OF SUCH WORDS OR SIMILAR WORDS. FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON PRESENT BELIEFS OR EXPECTATIONS. HOWEVER, FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR AS A RESULT OF VARIOUS RISKS, REASONS AND UNCERTAINTIES. EXCEPT AS REQUIRED BY LAW, THE COMMITTEE AND ITS AFFILIATES AND RELATED PERSONS UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
SOURCE The Committee for Aegean Accountability
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