Le Lézard
Classified in: Science and technology, Business
Subjects: SHA, SHM

Committee For Aerojet Rocketdyne Shareholders And Value Maximization Files Definitive Proxy Statement and Mails Notice of Special Meeting Of Shareholders


-Special Meeting Will Be Held on June 30, 2022 and Allow Shareholders to Elect a New Board of Directors

-Committee Urges Shareholders to Protect Their Investment Against a Takeover by Executive Chairman Lichtenstein, His Steel Partners Group and His Self-Interested Agenda

EL SEGUNDO, Calif. , June 1, 2022 /PRNewswire/ -- Eileen Drake (the CEO of Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD)) and Gen. Kevin Chilton (Ret.), Thomas Corcoran and Gen. Lance Lord (Ret.) (three of its Independent Directors) announced today that they filed with the Securities and Exchange Commission a definitive proxy statement for the special meeting of the Aerojet Rocketdyne shareholders to be held on June 30, 2022. The special meeting will allow shareholders to elect a new slate of independent and highly-qualified directors and protect their investment against a takeover by conflicted and mis-aligned Executive Chairman Warren Lichtenstein.

Set forth below is a letter addressed to Aerojet Rocketdyne shareholders that was issued today:

Fellow Shareholders:
Aerojet Rocketdyne's shareholders are facing an important decision at the Special Meeting on June 30th.

During her tenure, Eileen Drake (Aerojet Rocketdyne's CEO) has led the Company to strong shareholder returns. The Company improved its competitive position, explored value-enhancing alternatives, gained key customer wins and is now positioned to deliver substantial future value to Aerojet Rocketdyne shareholders.

Warren Lichtenstein, Executive Chairman of the Company, has endeavored to undermine the Company's management and forward momentum. He has been paid millions as Executive Chairman, while rarely visiting the Company's office. Mr.Lichtenstein has been sanctioned by the Company's board of directors (the "Board") for his actions, following an investigation by an independent national law firm. He launched a proxy fight with his hedge fund (Steel Partners) to replace the Company's directors ? other than his friends and family ? and wants to replace the CEO with a Steel Partners' consultant. Moreover, Mr.  Lichtenstein  has  attempted to deprive  Aerojet  Rocketdyne  shareholders  of  the opportunity to elect a new Board, through litigation and other tactics to delay this shareholder meeting where he will be held accountable. Handing over control of Aerojet Rocketdyne to Mr. Lichtenstein and his friends would have devastating effects on your Company.

EILEEN DRAKE'S TEAM HAS A TRACK RECORD OF EXECUTING AND DELIVERING VALUE

Aerojet Rocketdyne has delivered substantial shareholder value and has a bright future ahead. In 2021, the Company grew sales by 6% to $2.188 billion, adjusted EBITDAP by 10% to $298.5 million and adjusted EPS by 18% to $1.97. The Company also generated $162 million of free cash flow, which exceeded management's stated goal of 100% of net income.

During Ms. Drake's tenure as CEO, the Company's 111% five-year total shareholder return ("TSR") significantly outperformed the S&P Aerospace & Defense Select Index by ~53% and the S&P 500 by ~23%. In the last five fiscal years, the Company grew revenue by 4.4% annually, adjusted EBITDAP by 8.3% annually and adjusted EPS by 19.5% annually.

THE COMPANY HAS ESTABLISHED A DIVERSIFIED, WELL-BALANCED PORTFOLIO AND SIZEABLE BACKLOG ALIGNED WITH DEPARTMENT OF DEFENSE AND NASA PRIORITIES

Aerojet Rocketdyne serves a diversified portfolio of programs and markets across high-priority areas of the defense and space sector. The Company's differentiated capabilities position it to deliver robust, consistent cash flow. Aerojet Rocketdyne will also continue to monetize its real estate holdings, providing additional cash generation.

The Company's large, multi-year awards ? including Ground-Based Strategic Deterrent ("GBSD"), Terminal High Altitude Area Defense, Standard Missile, NASA Space Launch System propulsion and the Orion spacecraft Main Engine ? have driven growth and created a $6.8 billion backlog that stands at more than three times the Company's annual sales, even before the Company received its largest ever RL 10 engine order from the United Launch Alliance in April. These programs provide long-term visibility on revenue growth and continued enhanced operating leverage.

Our nation's focus on hypersonics as a national security imperative makes use of Aerojet Rocketdyne's broad range of world-class capabilities. The Company continues to develop and produce advanced scramjets, solid rocket motor boosters, warheads and missile defense technologies, and, through the use of its additive manufacturing, has been able to dramatically reduce costs and development time for these new hypersonic capabilities.

In addition to hypersonics, Aerojet Rocketdyne continues to play a pivotal role in supporting the country's space exploration. The Company powers NASA's next generation heavy lift launch vehicle, the Space Launch System, the Orion deep space craft that will carry astronauts beyond low Earth orbit, and advanced in-space capabilities, including propulsion that has now supported nine out of nine successful NASA landings on Mars, including the NASA Perseverance Mission in 2021.

Aerojet Rocketdyne has also ramped up production of rocket motors for the Stinger and Javelin missile systems as the U.S. and its allies provide these critical weapons to Ukraine.

Aerojet Rocketdyne's leading capabilities in these important areas position the Company very well for sustained shareholder value creation.

THE COMPANY HAS MADE SIGNIFICANT OPERATIONAL ENHANCEMENTS

Aerojet Rocketdyne continues to make operational enhancements to drive new and existing programs. This includes strategic investments in advanced manufacturing processes, facility modernization and a highly skilled workforce. These enhancements have driven over 230 basis points of adjusted EBITDAP margin expansion since 2016.

The Company continues to invest in its Los Angeles facility to support NASA's Space Launch System rocket and Artemis program, and in its Huntsville facilities for GBSD and hypersonics. The Company's decision to locate the headquarters of its Defense business and a newly-built, world-class manufacturing facility in Huntsville has driven operational improvement and increased customer engagement. In Camden, Arkansas, the Company has invested in world-class engineering and manufacturing development capabilities, including growing a highly-skilled workforce by over 70% over the past five years. Accomplishments enabled by the Company's ongoing, high-return investments include advances in hypersonic propulsion, counter-ballistic and counter-hypersonic technologies and additive manufacturing.

THE STEEL PARTNERS FACTION HAS ACTED IN A RECKLESS, SELF-INTERESTED AND CAPRICIOUS MANNER

In contrast, Mr. Lichtenstein and the Steel Slate have repeatedly shown themselves to be unreliable, self-interested and capricious in their actions:

MR. LICHTENSTEIN'S TRACK RECORD OF DESTROYING VALUE
OUR INDEPENDENT SLATE CONSISTS OF VALUE CREATORS WITH RELEVANT EXPERIENCE AND EXPERTISE

Our Independent Slate consists of Ms. Drake, fellow incumbent directors General Kevin P. Chilton, USAF (Ret.), Thomas A. Corcoran and General Lance W. Lord, USAF (Ret.), and the following four new nominees:

THE STEEL PARTNERS SLATE CONSISTS OF HAND-PICKED LICHTENSTEIN FRIENDS AND ASSOCIATES THAT LACK RELEVANT EXPERIENCE AND/OR INDEPENDENCE

The Steel Partners slate is made up of Steel Partners and Lichtenstein cronies:

A VOTE FOR THE INDEPENDENT SLATE IS A VOTE FOR SHAREHOLDERS' INTERESTS

If elected, our Independent Slate will undertake the following actions to benefit all shareholders:

We look forward to continuing our engagement with our shareholders in the coming weeks. Thank you for your continued support.

Eileen P. Drake
          Chief Executive Officer

Kevin Chilton, Thomas Corcoran, Lance Lord
          Aerojet Rocketdyne's Independent Directors

Important Information

This communication is being sent in our individual capacity, and not by or on behalf of Aerojet Rocketdyne Holdings, Inc. (the "Company"). No Company resources were used in connection with these materials. On June 1, 2022, Eileen P. Drake, General Kevin Chilton, USAF (Ret.), General Lance Lord, USAF (Ret.) and Thomas Corcoran (the "Incumbent Directors") filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for a special meeting of stockholders of the Company to be held on June 30, 2022. The Incumbent Directors are disseminating copies of  the definitive proxy statement, together with a WHITE proxy card, to Aerojet Rocketdyne stockholders on or about June 1, 2022.

STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders may obtain a free copy of the definitive proxy statement, any amendments or supplements thereto and other documents that the Incumbent Directors file with the SEC from the SEC's website at www.sec.gov. The Incumbent Directors, together with Gail Baker, Marion Blakey, Charles Bolden and Deborah Lee James, may be deemed participants in the solicitation of proxies from stockholders. Information about the participants is set forth in the definitive proxy statement.

Contact:
D.F. King & Co., Inc.
Edward T. McCarthy / Tom Germinario
[email protected]

Committee's Website:
https://maximizeajrdvalue.com/

SOURCE Committee for Aerojet Rocketdyne Shareholders and Value Maximization


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