Ascent Industries Co. · NASDAQ:ACNT
Ascent Industries — Synalloy — Proxy Contest (June 2020)
32 slides from Ascent Industries's proxy contest presentation, Jun 8, 2020
Slide 1: Our Solution for Long-Suffering Stockholders
June 2020 OUR SOLUTION FOR LONG-SUFFERING STOCKHOLDERS: 9 A RECONSTITUTED, QUALIFIED BOARD 9 A STRATEGIC PLAN TO UNLOCK VALUE 9 A PROVEN, WELL-ALIGNED INTERIM CEO VOTE THE WHITE PROXY CARD 1
Slide 2: Disclaimer
DISCLAIMER THIS PRESENTATION IS FOR DISCUSSION AND GENERAL INFORMATIONAL PURPOSES ONLY. IT DOES NOT HAVE REGARD TO THE SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION, SUITABILITY OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON
Slide 3: Unlike the Incumbent Board, Privet and UPG Have a Plan for Strengthening Synalloy
UNLIKE THE INCUMBENT BOARD, PRIVET AND UPG 01. 02. 03. 04. HAVE A PLAN FOR STRENGTHENING SYNALLOY The Clear Path to a Stronger Synalloy While the Board did not have anything resembling a plan in its recent presentation, we released a comprehensive roadmap to achieve up to $25 per share in near-term
Slide 4: Our Slate Has Diverse Skills and Successful Track Records
UNLIKE THE INCUMBENT BOARD, OUR SLATE HAS 01. 02. 03. 04. DIVERSE SKILLS AND SUCCESSFUL TRACK RECORDS The Clear Path to a Stronger Synalloy We assembled a slate with the experience, expertise and ownership mentality required to deliver the immediate, value-enhancing change that Synalloy needs ANDEE
Slide 5: Our Slate Will Install a Highly-Qualified, Aligned CEO
UNLIKE THE INCUMBENT BOARD, OUR SLATE WILL 01. 02. 03. 04. INSTALL A HIGHLY-QUALIFIED, ALIGNED CEO The Clear Path to a Stronger Synalloy Installing Mr. Hutter as Synalloy’s interim CEO would mean the Company finally has a leader with experience successfully operating industrial manufacturing busines
Slide 6: We Have Made Complete Disclosures and Clear Commitments
UNLIKE THE INCUMBENT BOARD, WE HAVE MADE 01. 02. 03. 04. COMPLETE DISCLOSURES AND CLEAR COMMITMENTS The Clear Path to a Stronger Synalloy We will always communicate transparently with stockholders and plan to put an end to the Board’s history of backroom dealings with no disclosures KEY FACTS PERTAI
Slide 7: Any Conflicts in This Contest Seem to Exist in Synalloy's Boardroom and C-Suite
ANY “CONFLICTS” IN THIS CONTEST SEEM TO EXIST 01. 02. 03. 04. IN SYNALLOY’S BOARDROOM AND C-SUITE The Clear Path to a Stronger Synalloy We believe Chairman Murray Wright, CEO Craig Bram and General Counsel Robby Peay have forged a value-destructive web of cronyism at Synalloy spanning two decades, r
Slide 8: Conflicts in Synalloy's Boardroom and C-Suite (Cont.)
ANY “CONFLICTS” IN THIS CONTEST SEEM TO EXIST 01. 02. 03. 04. IN SYNALLOY’S BOARDROOM AND C-SUITE (CONT.) The Clear Path to a Stronger Synalloy Messrs. Wright, Bram and Peay have been forming businesses together for decades, without properly disclosing the interlocks of these side ventures to Synall
Slide 9: Chairman Wright and CEO Bram Have a 20+ Year History of Undisclosed Financial Relationships
SYNALLOY’S SECRETS: CHAIRMAN WRIGHT AND CEO 01. 02. 03. 04. BRAM HAVE A 20+ YEAR HISTORY OF UNDISCLOSED The Clear Path to a FINANCIAL RELATIONSHIPS Stronger Synalloy We believe that Mr. Bram’s numerous side deals and separate business ventures with Chairman Wright surely helped Mr. Bram take not onl
Slide 10: Synalloy's Cumulative Voting Smokescreen Is an Insult to Stockholders' Intelligence
SYNALLOY’S CUMULATIVE VOTING SMOKESCREEN IS 01. 02. 03. 04. AN INSULT TO STOCKHOLDERS’ INTELLIGENCE The Clear Path to a Stronger Synalloy The only way stockholders can realize the benefits of our strategic plan and Mr. Hutter’s leadership is to vote on the WHITE Proxy Card for all five of our nomine
Slide 11: Market Has No Confidence in the Incumbent Board and Mr. Bram
IT IS CLEAR THE MARKET HAS NO CONFIDENCE IN THE 01. 02. 03. 04. INCUMBENT BOARD AND MR. BRAM The Clear Path to a Stronger Synalloy Following the release of Synalloy’s recent investor presentation, which failed to lay out a coherent plan, Synalloy’s stock price dropped nearly 10% Price Performance on
Slide 12: Exposing Synalloy's Misrepresentations and Omissions
02. EXPOSING SYNALLOY’S MISREPRESENTATIONS AND OMISSIONS
Slide 13: Synalloy Is Cherry-Picking Time Periods to Hide Dismal Long-Term Performance
01. 02. 03. 04. SYNALLOY IS CHERRY-PICKING TIME PERIODS TO TRY Exposing Synalloy’s TO HIDE DISMAL LONG-TERM PERFORMANCE Misrepresentations and Omissions We have never seen such a blatant attempt at performance cherry-picking, with the incumbent Board effectively halting time after Synalloy’s best re
Slide 14: Cherry-Picking Time Periods (Cont.)
01. 02. 03. 04. SYNALLOY IS CHERRY-PICKING TIME PERIODS TO TRY Exposing Synalloy’s TO HIDE DISMAL LONG-TERM PERFORMANCE (CONT.) Misrepresentations and Omissions The best performance “accomplishment” Synalloy can tout is it did not lose as much as The results below are the reality of what has one wou
Slide 15: A Lost Decade for Stockholders
01. 02. 03. 04. THE BOARD CANNOT RUN FROM THE UNFORTUNATE Exposing Synalloy’s TRUTH – A LOST DECADE FOR STOCKHOLDERS Misrepresentations and Omissions Since Craig Bram became CEO nearly a decade ago, the Company’s shares have dramatically underperformed, trailing the Company’s own broader market benc
Slide 16: The Board Is Making Absurd Excuses for Poor 2019 Performance
01. 02. 03. 04. THE BOARD IS MAKING ABSURD EXCUSES FOR POOR Exposing Synalloy’s 2019 PERFORMANCE Misrepresentations and Omissions Management wants stockholders to believe that since Synalloy performed so poorly in 2019, it was like the year never existed The incumbent Board and its advisors want s
Slide 17: Synalloy's Stock Is at Its Very Low Level Due to Leadership Ineptitude
01. 02. 03. 04. SYNALLOY’S STOCK IS AT ITS VERY LOW LEVEL DUE Exposing Synalloy’s TO LEADERSHIP INEPTITUDE Misrepresentations and Omissions The incumbent Board blames 2019 performance on industry turmoil, but it is clear the market punished (and remains wary of) Synalloy due to its ballooning levera
Slide 18: The Board's Fear-Mongering Is Geared Toward Misleading Stockholders About Our Plan
01. 02. 03. 04. THE BOARD’S FEAR-MONGERING IS GEARED TOWARD Exposing Synalloy’s MISLEADING STOCKHOLDERS ABOUT OUR PLAN… Misrepresentations and Omissions Synalloy’s presentation is ripe with unsubstantiated fear-mongering about how electing our slate and installing Mr. Hutter will “integrate” Synallo
Slide 19: The Company Has No Viable Plan of Its Own
01. 02. 03. 04. …AND TRYING TO DISTRACT FROM THE FACT THAT Exposing Synalloy’s THE COMPANY HAS NO VIABLE PLAN OF ITS OWN Misrepresentations and Omissions In Synalloy’s 79-page investor presentation, the “Strategic Plan” section consists of only 5 slides (including one featuring a letter from a stock
Slide 20: The Board Has Cherry-Picked Peers to Mislead Stockholders
01. 02. 03. 04. THE BOARD HAS CHERRY-PICKED “PEERS” IN AN Exposing Synalloy’s ATTEMPT TO MISLEAD STOCKHOLDERS Misrepresentations and Omissions Cherry Picked Peers Why This is NOT a Relevant Peer Product Examples x Distributor of electrical and mechanical wire and cable – no steel, chemicals or pipe/
Slide 21: The Board Glossed Over How It Will Avoid Financial Distress
01. 02. 03. 04. THE BOARD COMPLETELY GLOSSED OVER HOW IT Exposing Synalloy’s WILL AVOID FINANCIAL DISTRESS Misrepresentations and Omissions The Company’s debt balance remains dangerously high, especially as Synalloy’s earnings continue to decline. Rather than proffer a solution, management’s respons
Slide 22: The Board Has Not Explained How It Will Decrease Bloated Expenses
01. 02. 03. 04. THE BOARD HAS NOT EXPLAINED HOW IT WILL Exposing Synalloy’s DECREASE SYNALLOY’S BLOATED EXPENSES Misrepresentations and Omissions Synalloy claims that its SG&A expenses are “in-line with peers” and have been “managed well” – but the facts speak for themselves Synalloy’s Unsubstantiat
Slide 23: The Board Has No Regard for the Truth About Its Track Record
01. 02. 03. 04. THE BOARD HAS ABSOLUTELY NO REGARD FOR THE Exposing Synalloy’s TRUTH ABOUT ITS TRACK RECORD Misrepresentations and Omissions Synalloy’s current leadership appears content to squander any trust it may have had with stockholders by saying and doing anything to avoid losing this electio
Slide 24: Our Thoughtful Plan vs. No Plan Whatsoever
01. 02. 03. 04. OUR THOUGHTFUL PLAN VS. NO PLAN WHATSOEVER Exposing Synalloy’s Misrepresentations and Omissions Our plan contains well-reasoned and detailed initiatives that can be executed immediately to provide value creation OUR PLAN INCUMBENT PLAN 9Prioritize Immediate Strategic Revenue [ Contin
Slide 25: Setting the Record Straight About Privet, UPG and Our Slate
03. SETTING THE RECORD STRAIGHT ABOUT PRIVET, UPG AND OUR SLATE
Slide 26: Our Slate Has the Diverse Pedigrees Synalloy Needs Right Now
UNLIKE THE INCUMBENT BOARD, OUR SLATE HAS THE 01. 02. 03. 04. DIVERSE PEDIGREES SYNALLOY NEEDS RIGHT NOW Setting the Record Straight Synalloy’s low-road efforts to mischaracterize our nominees and their experience cannot obfuscate the facts about our exceptional slate Synalloy’s Misleading Analysis
Slide 27: Mr. Hutter Is Aligned with Stockholders
MR. HUTTER IS ALIGNED WITH STOCKHOLDERS AND 01. 02. 03. 04. UPG ONLY MAKES MONEY IF HE FIXES SYNALLOY Setting the Record Straight Unlike the incumbent directors, Mr. Hutter has purchased a significant amount of stock through UPG – and he currently has 7 million reasons to devote himself fully to Syn
Slide 28: Incumbent Board Has Given Up Disputing Mr. Hutter's Qualifications
EVEN THE INCUMBENT BOARD HAS GIVEN UP TRYING 01. 02. 03. 04. TO DISPUTE MR. HUTTER’S STRONG QUALIFICATIONS Setting the Record Straight Now that it is clear Mr. Hutter would be a far better CEO than Mr. Bram, Synalloy is peddling distortions and irrelevant fictions – none of which hold up to a fact c
Slide 29: Andee Harris and Aldo Mazzaferro Bring Needed Credentials
ANDEE HARRIS AND ALDO MAZZAFERRO BRING 01. 02. 03. 04. DESPERATELY NEEDED CREDENTIALS TO THE BOARD Setting the Record Straight Fact: Ms. Harris champions women and minority-owned businesses Fact: Mr. Mazzaferro’s experience for more than a quarter century in the steel and metals industries are wide-
Slide 30: Ben Rosenzweig and John Schauerman Are Proven Public Company Directors
BEN ROSENZWEIG AND JOHN SCHAUERMAN ARE 01. 02. 03. 04. PROVEN PUBLIC COMPANY DIRECTORS Setting the Record Straight Fact: Mr. Rosenzweig is a more experienced public company Fact: Mr. Schauerman is an accomplished financial executive with director than any current member of Synalloy’s failing Board e
Slide 31: Only One Set of Nominees Has a Real Plan for Enhancing Stockholder Value
REMEMBER THAT ONLY ONE SET OF NOMINEES HAS A 01. 02. 03. 04. REAL PLAN FOR ENHANCING STOCKHOLDER VALUE Setting the Record Straight The Privet/UPG slate has spent months developing a comprehensive plan that will enable our nominees and Mr. Hutter to achieve up to $25 per share in near-term value PRIO
Slide 32: Vote on the WHITE Proxy Card for Our Full Slate
OUR PLAN CAN ONLY BE IMPLEMENTED IF ALL FIVE 01. 02. 03. 04. PRIVET/UPG NOMINEES ARE ELECTED The Right Catalysts for a Stronger Synalloy VOTE ON THE WHITE PROXY CARD FOR OUR FULL SLATE www.StrengthenSynalloy.com