TPCS - WYNNEFIELD CAPITAL IMPLORES TECHPRECISION TO GIVE ALL SHAREHOLDERS A VOICE IN VOTAW PRECISION TECHNOLOGIES TRANSACTION | Benzinga
NEW YORK, Jan. 19, 2024 /PRNewswire/ -- Wynnefield Capital and its affiliates, collectively the largest institutional stockholder of TechPrecision Corporation (NASDAQ:TPCS), with a 4.5% beneficial ownership interest, today issued the following public letter to the Company's Board of Directors.
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January 19, 2024
Wynnefield Capital Demands TechPrecision's Board to Commit That Stockholders Will Vote on the Votaw Transaction
Dear Board of Directors,
Wynnefield Capital and its affiliates (collectively, "Wynnefield") own 393,857 shares of common stock, or 4.5%, of TechPrecision Corporation (NASDAQ:TPCS) ("TechPrecision" or the "Company") as of December 31, 2023. Wynnefield is TechPrecision's largest institutional stockholder, according to Bloomberg.
In its first public letter on December 7, 2023, Wynnefield asked the company to hold a public conference call to explain the proposed acquisition of Votaw Precision Technologies. After receiving no response to this very reasonable request, on December 19, 2023, we publicly questioned why the board was unwilling to disclose the transaction's funding strategy. TechPrecision has given just a generalized response with no material details. Wynnefield remains alarmed by this Board of Directors' disregard for its duties to ALL stockholders, the uncertainty it has created and its contribution to stockholder value destruction.
TechPrecision's board has not earned stockholder trust to approve at its sole discretion, under any circumstance, the proposed Votaw transaction. The claim "the board is unanimous in support of the acquisition" should not be reason to circumvent stockholder interests to weigh in and vote on a proposed transformational acquisition. Just when unfavorable voting results were reported following the September 12, 2023, annual meeting of stockholders, the board was approving the execution of a letter of intent with Votaw knowing that the potential acquisition could cause significant dilution to existing TechPrecision stockholders.
Wynnefield is at a total loss why the company would not engage immediately with its shareholders. We intend to carefully monitor the inevitable dilutive capital raise to ensure equal access opportunity for all shareholders. Wynnefield has operated for over 30 years and never witnessed anything quite this bizarre.
Wynnefield Capital demands accountability given the destruction of stockholder capital. It is time this board and management ADMIT their shortcomings and publicly ENGAGE with stockholders. TPCS stockholder returns are clearly a disaster on an absolute and relative basis.
No matter how you look at it, TechPrecision's board has caused great harm. The track record is as follows:
- Stockholder reaction to TechPrecision's press release on January 8, 2024. TPCS shares DECLINED by 14.7% to $4.46 per-share on Monday, January 8, 2024, from $5.23 per-share on Friday, January 5, 2024 – an immediate, one-day reaction to the company's press release.
- Stockholder reaction since TechPrecision's proposed Votaw acquisition on November 29, 2023. TPCS shares DECLINED by 37.8% to $4.04 per-share on January 18, 2024, from $6.50 per-share on November 29, 2023.
- 2024 YTD TPCS share performance. TPCS shares DECLINED by 22.0% on a ...