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Tecumseh Products Company Sends Letter to Stockholders Urging Support for Recapitalization Plan and Board Nominees to End Wasteful Herrick Challenges
PRNewswire ANN ARBOR, Mich., Aug. 7 /PRNewswire-FirstCall/ -- Tecumseh Products Company (NASDAQ: TECUA) (NASDAQ: TECUB), a leading global manufacturer of compressors and related products, today sent the following letter concerning the Company's upcoming 2009 Annual Meeting to all stockholders from CEO Edwin Buker. The Company has also posted a number of additional Annual Meeting-related materials, including information about its Board candidates, senior management team and recapitalization proposal, to the Company's website, which can be accessed by visiting http://tecumseh.investorroom.com and clicking on 2009 Annual Meeting. August 7, 2009 Dear Fellow Shareholder, With only days remaining before the August 14 Annual Meeting, I'd like to focus on the simple, but critical choice our shareholders face between moving forward with Tecumseh's recovery or changing back to the failed leadership of the Herricks that led the Company to the brink of bankruptcy in early 2007. It's been about two years since I took the helm of the Company. Unfortunately, during more than half of that time, we've been contending with the distraction stemming from the Herricks' filing of wasteful lawsuits and use of their disproportionate voting power to attempt to regain control of the Company they nearly destroyed. They have obsessively pursued this goal, despite the fact that they have significantly reduced their historical holdings in the Company, and they've funded these efforts with millions of dollars which are, we believe, misappropriated from their charitable foundation. The Herricks have refused to share any detailed information about their proposed plan for the future of Tecumseh and have proposed initiatives that, we believe, will deplete the Company of all its cash in 18 months. The stark differences between our two visions for Tecumseh could not be more clear. I have heard firsthand from many fellow shareholders that they want to stop the seemingly endless cycle of attacks instigated by the Herricks. Like me, they believe this pattern will ultimately destroy Tecumseh. The most important question for shareholders as we approach the Annual Meeting is this: What will allow us to move beyond this destructive cycle - and enable us to exclusively focus on our efforts to unlock the value of the enterprise for all shareholders? I believe the answer is clear. Taken together, our two proposals - the election of a highly qualified, independent Board and the implementation of a modern, single-class share structure that aligns voting power with economic interest - present the best opportunity to move beyond the Herricks' costly disputes that are weighing down the Company. Our two proposals will establish a governance structure that will protect the interests of ALL shareholders and facilitate the value creation you should expect. Because the Herricks have proven unwilling to settle for anything short of control, unless both of these critical proposals are implemented, one should anticipate that the current pattern of Herrick-instigated, Foundation-funded disputes will continue unabated. Your vote WILL determine the future of Tecumseh. I urge you to vote FOR the Company's proposals using the WHITE proxy card today. OUR NOMINEES - THE RIGHT QUALIFICATIONS FOR TECUMSEH'S FUTURE While we have made considerable progress in implementing our strategic plan for building shareholder value and restoring Tecumseh's brand, much work remains. The global economic downturn - and the vestiges of the destructive decisions made by the Herricks when they ran the Company - have complicated this task. Our director nominees are up to the challenge. After a thorough search process, we assembled a slate of nominees based on what Tecumseh needs in order to achieve our ambitious objectives during these challenging times. This is not the time to put the Company's progress at risk by introducing candidates with mediocre qualifications and erratic patterns of leadership who are willing to put Herrick interests ahead of other shareholders - or creating a divided, immobilized Board. The qualifications of our new and incumbent nominees are simply outstanding. As part of our ongoing focus on achieving world-class standards and practices, we have placed the highest priority on strengthening the Company's corporate governance. Our nominees are highly qualified and experienced, with diverse perspectives - and complementary financial, operational and managerial skills. Except for me, all of the Board's nominees are independent. Before you review our nominees, I'd like to address the Herricks' assertion that Tecumseh is engaged in the narrow business of manufacturing hermetically sealed compressors and that the Company's Board and management team lack sufficient industry expertise. I believe the Herricks have understated the breadth of the Company's business and market opportunity and in doing so, do not appreciate the importance of individual expertise outside of this narrowly defined space. Tecumseh serves as an integrated supplier to many industries, producing a wide and growing set of applications that: improve the human condition through the science of heat transfer, providing products that comfort us and preserve our food supply. This diverse group of industries includes HVAC, commercial and residential refrigeration, transportation, medical, military and many others. We are also engaged in the engineering and design of the systems that deliver heat transfer. A heat transfer system is composed of multiple electrical and mechanical subsystems, which are all highly engineered and require skill sets common to many other industries. As a result, we participate throughout the supply chain. We design, sell and distribute compressors, condensing units and complete refrigeration systems. In addition, we provide applied engineering and warranty and other customer services. Given the diversity of the markets we serve and the wide range of skills required in the engineering of heat transfer systems, we believe the Company has drawn on the appropriate collection of experience in its Board nominees, as well in our management team. For more information about the diverse qualifications of our management team, please visit http://tecumseh.investorroom.com, click on 2009 Annual Meeting and select ManagementTeam. Our New Nominees:
Our New Nominees Our Incumbent Nominees:
Herrick Slate: Hand-Picked and Under-Qualified When it comes to comparing our competing Board slates, there is no contest. We believe the Herricks' nominees are not independent of the Herricks, and lack the depth of experience and steady leadership hand evident in our nominees:
Our Incumbent Nominees ADOPTING A CAPITAL STRUCTURE THE MARKET WILL APPLAUD - WHAT THE RECAPITALIZATION WILL BRING TO ALL SHAREHOLDERS The other critical opportunity for shareholders is the approval of a modern one-class share structure for Tecumseh. Today, Tecumseh is one of only a small handful of public companies that remains saddled with an antiquated dual-class structure. It is a structure the Herricks implemented years ago to protect their disproportionate voting power even as they sold their shares. It has served them well in enabling their relentless attempt to regain control of the Company at the expense of all other shareholders. Many investors and each of the independent proxy advisory firms have voiced their disapproval of our capital structure precisely because it creates the conditions for the kind of disruptive, wasteful challenges mounted by the Herricks. In the past week alone, all three proxy advisory firms - RiskMetrics Group, Glass Lewis & Co. and PROXY Governance - stated their overwhelming support for the Company's shareholder proposals, including the recapitalization: "We believe that allowing one vote per share generally operates as a safeguard for common shareholders by ensuring that those who hold a significant minority of shares are able to weigh in on issues set forth by the board, especially in regard to the election of director process. Elimination of the dual voting class structure creates an even playing field for all shareholders as well as a board that is more responsive to all shareholders." - Glass Lewis & Co. "...(T)he track record of the dissident [the Herrick Foundation] regarding governance historically has included shareholder unfriendly policies - most notably was the adoption of and long standing failure to eliminate the dual class voting structure which misaligns shareholder voting and economic interests thereby providing a built-in entrenchment mechanism and impediment to change." - RiskMetrics Group Our proposal to give equal voting power to each share is essential to corporate governance, and the specific benefits of the recapitalization will immediately increase the attractiveness of the Company's shares, translating into greater value for ALL shareholders. Recapitalization Benefits:
Recapitalization Benefits 1 Extreme Governance: An Analysis of Dual-Class Firms in the United States, Social Science Research Network (May 2008) 2 Do Voting Rights Affect Institutional Investment Decisions? Evidence from Dual-Class Firms, Social Science Research Network (November 2007) TWO PROPOSALS, TAKEN TOGETHER: A WINNING FORMULA It is critical that shareholders understand the importance of supporting BOTH our Board nominees and recapitalization proposal as the best opportunity for moving past the current cycle of Herrick-instigated proxy challenges and moving Tecumseh forward. We have emphasized the importance of an experienced, independent and well-qualified Board. We also believe that returning control to the Herricks would be disastrous for the Company and the value of your investment. The Herricks hope shareholders have forgotten that their management track record was, by all measures, an overwhelming and costly failure. The Herricks also hope shareholders have ignored their consistently disruptive behavior at the expense of all shareholders since their removal by the Board. Some may ask, why not select one or two directors from the Herrick slate, as a complement to the Company's nominees? I can point to empirical evidence in asserting that such a "compromise" would be a recipe for continual, Herrick-orchestrated obstruction and, ultimately, an immobilized Board. The Company's slate was carefully selected for their qualifications and in the belief that the group will be stronger than merely the sum of the individuals. Based on past history of the Herricks and the Board service of Kent Herrick and Steve Lebowski - and based on the behavior and bad judgment of the Herricks when they led the Company and Board - the Herrick nominees are likely to be disruptive and continually prioritize Herrick self-interests over those of all other shareholders. Supporting all of the Company's nominees will not, in itself, put an end to the threat posed to Tecumseh's stability by a relatively small shareholder with an outsized voting interest and self-serving, entitlement mentality. The dual-class structure enables their behavior. Reasonable shareholders can agree that the Herricks' demand to control the Board despite owning less than 1% of the Company's economic interest directly and controlling less than 5% of the economic interest through their Foundation, contradicts basic principles of good governance. The Herricks' disproportionate voting power and influence over the Company is fundamentally unfair to you as a Tecumseh shareholder, and it means they will keep putting their interests ahead of yours. Without a recapitalization, I believe the current outdated capital structure will continue to empower the Herricks to continue their destructive behavior. Fact vs. Fiction While the primary purpose of my letter is to underscore the importance of supporting the Company's Board nominees and recapitalization proposal, it is important to note that the Herricks will say and do just about anything to achieve their goals. For example, one of the Herricks' recurring, misleading assertions involves Tecumseh's financial performance. This week, Tecumseh announced quarterly results that did not reflect the kind of sustained profitability we would like to see, although we did see some improvements from the first quarter. Cash flow from operations improved from the first quarter to the second, despite an increase in spending on one-time costs for legal and governance matters, which escalated from $3.3 million in the former period to $5.0 million in the latter. More than one-third of the $24.1 million in cash used by operations in the first half of this year was attributable to these costs. It is important to note that we have been dealing with some of the most difficult economic, financial and business conditions in decades, and although we are bruised, we are navigating these conditions to ensure Tecumseh's future. We have also dealt with wasteful, disruptive challenges from the Herricks resulting in significant unnecessary costs. In addition, we have been forced to incur significant expenses in connection with the current investigation by the U.S. Department of Justice and other governmental authorities into possible anti-competitive practices that may have occurred under Herrick management. Even so, we are aggressively managing costs in an effort to preserve cash that is essential to our long-term plans. We continue to make strategic improvements - in engineering, new product development, sales and marketing, product quality and service - to restore the promise of the Tecumseh brand. Although we are experiencing short-term pain to our bottom line, we believe we will emerge with stronger fundamentals than before, with a lean organization, adequate cash and liquidity and no expensive debt. For more examples of false and/or misleading statements the Herricks have made, please see the attachment that accompanies this letter. For additional Annual Meeting-related materials, please visit http://tecumseh.investorroom.com and click on 2009 Annual Meeting. VOTE FOR BOTH PROPOSALS ON THE WHITE CARD TODAY Your vote at the 2009 Annual Meeting is critical to the future of the Company, to your investment in Tecumseh, and to halting the seemingly endless cycle of challenges brought by the Herricks in their unmerited attempt to regain control of the Company and preserve their disproportionate voting power. Supporting Tecumseh's ability to MOVE FORWARD means:
AND
I thank you for your continued support and urge you to vote for BOTH proposals by signing and returning the WHITE proxy card today. Sincerely, Ed Buker Chairman, President and Chief Executive Officer Fact vs. Fiction [ATTACHMENT] The following are additional examples of the false and/or misleading statements the Herricks have made in their long-running dispute with the Company.
About Tecumseh Products Company Tecumseh Products Company is a full-line independent global manufacturer of hermetically sealed compressors for residential and commercial refrigerators, freezers, water coolers, dehumidifiers, window air conditioning units and residential and commercial central system air conditioners and heat pumps. Press releases and other investor information can be accessed via the Investor Relations section of Tecumseh Products Company's Internet web site at http://www.tecumseh.com. Cautionary Statements Relating to Forward-Looking Statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor provisions created by that Act. In addition, forward-looking statements may be made orally in the future by or on behalf of the Company. Forward-looking statements can be identified by the use of terms such as "expects," "should," "may," "believes," "anticipates," "will," and other future tense and forward-looking terminology. Readers are cautioned that actual results may differ materially from those projected as a result of certain risks and uncertainties, including, but not limited to, i) the success of our ongoing effort to bring costs in line with projected production levels and product mix; ii) financial market changes, including fluctuations in foreign currency exchange rates and interest rates; iii) availability and cost of materials, particularly commodities, including steel and copper, whose cost can be subject to significant variation; iv) changes in business conditions and the economy in general in both foreign and domestic markets, the condition of which may magnify other risk factors; v) weather conditions affecting demand for replacement products; vi) actions of competitors; vii) our ability to maintain adequate liquidity in total and within each foreign operation; viii) the effect of terrorist activity and armed conflict; ix) economic trend factors such as housing starts; x) emerging governmental regulations; xi) the ultimate cost of resolving environmental and legal matters; xii) our ability to profitably develop, manufacture and sell both new and existing products; xiii) the extent of any business disruption that may result from the restructuring and realignment of our manufacturing operations or system implementations, the ultimate cost of those initiatives and the amount of savings actually realized; xiv) the extent of any business disruption caused by work stoppages initiated by organized labor unions; xv) potential political and economic adversities that could adversely affect anticipated sales and production in Brazil; xvi) potential political and economic adversities that could adversely affect anticipated sales and production in India, including potential military conflict with neighboring countries; xvii) increased or unexpected warranty claims; and xviii) the ongoing financial health of major customers. These forward-looking statements are made only as of the date of this release, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Information About Participants TECUMSEH PRODUCTS COMPANY HAS FILED A DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CONCERNING THE ANNUAL MEETING WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") ON JULY 10, 2009. BEFORE SOLICITING PROXIES, THE COMPANY WILL PROVIDE SHAREHOLDERS WITH THE DEFINITIVE PROXY STATEMENT/PROSPECTUS. THE COMPANY ADVISES SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE COMPANY AND CERTAIN PROPOSALS TO BE PRESENTED TO A VOTE OF SHAREHOLDERS AT ITS 2009 ANNUAL MEETING. SHAREHOLDERS MAY OBTAIN FREE COPIES OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC AT THE SEC'S WEBSITE AT WWW.SEC.GOV. THEY MAY ALSO ACCESS A COPY OF THE COMPANY'S DEFINITIVE PROXY STATEMENT/PROSPECTUS BY ACCESSING WWW.TECUMSEH.COM. IN ADDITION, SHAREHOLDERS MAY OBTAIN A FREE COPY OF THE DEFINITIVE PROXY STATEMENT BY CONTACTING GEORGESON INC. TOLL FREE AT (866) 203-1198 (BANKS AND BROKERS CALL (212) 440-9800). THE COMPANY, ITS DIRECTORS, SOME OF ITS EXECUTIVE OFFICERS AND CERTAIN OTHER OF ITS EMPLOYEES ARE PARTICIPANTS IN THE SOLICITATION OF PROXIES IN RESPECT OF THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING. INFORMATION ABOUT THE PARTICIPANTS IS SET FORTH IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS. INFORMATION ABOUT THE PARTICIPANTS' DIRECT OR INDIRECT INTERESTS IN THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING IS ALSO CONTAINED IN THE PROXY STATEMENT/PROSPECTUS REFERRED TO ABOVE.
Contact:
Teresa Hess
Director, Investor Relations
Tecumseh Products Company
734-585-9507
SOURCE Tecumseh Products Company SOURCE: Tecumseh Products Company Web site: http://www.tecumseh.com/ | |
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