Urges Company to Conduct Periodic Investor
Calls and Adopt Investor Outreach Program
Believes Transparency and Engagement Will
Help Unlock Tejon's Value
PALO
ALTO, Calif., May 23, 2024
/PRNewswire/ -- Glenbrook Capital Management ("Glenbrook" or "we"),
a long-time shareholder of Tejon Ranch Co. (NYSE:TRC) ("Tejon"),
today issued the following open letter to the Chairman of the
Nominating and Corporate Governance Committee of Tejon's Board of
Directors
May 23, 2024
Tejon Ranch Co.
P.O. Box 1000
Tejon Ranch, California 93243
Attn: Michael H. Winer, Chairman of
the Nominating and Corporate Governance Committee
Dear Mr. Winer,
You will remember that we wrote to you two years ago in
connection with our shareholder proposal that Tejon Ranch Co.
("Tejon" or the "Company") should hold quarterly earnings calls
like 97% of NYSE listed companies. Because of Tejon's out of hand
rejection of our prior plea that Tejon should behave like a normal
public company, we are skeptical that what Nitor Capital
Management LLC ("Nitor") referred to as "a wake-up call" (namely
May's overwhelming shareholder vote against management) has
registered with the Tejon board of directors (the "Board"). We
fully concur with Nitor that Tejon shareholders expect engagement
and not business as usual. A large number (if not most) of your
fellow shareholders agree with Nitor.
Our shareholdings go back to the 1970s when our position was
initiated by Mr. Wickersham's father at approximately today's share
price. We have patiently continued to purchase shares when it has
trading below book value because we believe there is great
unrecognized value at Tejon. We currently have 300,000 shares, plus
options to purchase another 160,000 shares, should we decide to
exercise. This is a larger financial commitment than most
directors.
As you know, on April 18, 2024,
Nitor issued a news release via GlobeNewswire and, among many other
serious criticisms, made reference to: "failure to effectively
communicate the value of the Company's assets to the market."
Furthermore, in the same letter, Nitor referred to a lack of
commitment by management and the Board evidenced by not: "working
diligently to properly convey the value of the Company's assets to
the market." With the Company's stock then trading significantly
below its book value per share, it is evident that the market does
not appreciate Tejon's prospects. Nitor sees that as a failing of
the management team under Mr. Gregory
Bielli ("Mr. Bielli"), whose high compensation was
criticized as being disproportionate to his achieved results.
We have yet to see Tejon answer Nitor's April 18th, May
9th and May
20th, 2024 public letters. We agree with the
analysis and criticisms in Nitor's correspondence and we and your
other shareholders are certainly keen to read your responses. As to
Nitor's specific criticisms, we have also questioned Tejon's
continuing use of joint ventures. We don't understand the business
necessity of giving away half shares in the economics of the
industrial and warehouse park.
The current lack of transparency, coupled with the disclosure
issues flagged by Nitor, is an obstacle to our fellow shareholders'
ability to understand Tejon's business. This is particularly
detrimental, and indeed unacceptable for a public company, because
in past years rights offerings, stock grants to insiders and
insider stock purchases—almost always below book value —have
diluted the less informed public shareholders. Looking at this most
cynically, insiders may even have been incentivized to pay (and
issue to themselves as stock compensation) at the lowest price
possible. We strongly encourage you and the other members of the
Nominating and Corporate Governance Committee to take appropriate
steps to institute periodic investor calls and a broader investor
relations and outreach program to attract a greater following for
the Company. An informal shareholder meeting for informational
purposes would also be very welcome, especially if it is reasonably
soon.
Most importantly, the CEO search (and recent solid CFO hire)
present an opportunity for Tejon to separate itself from the past
and go in a new direction. As part of separating from the past, Mr.
Bielli might also consider separating from Tejon as a way to afford
a clean break. Finally, and most importantly, we strongly encourage
you to engage with Nitor and other shareholders about potential
board changes, rather than continuing to make corporate governance
decisions in a vacuum.
We would be more than happy to discuss the contents of this
letter and its suggestions in greater detail.
Sincerely,
Grover T. Wickersham, Chairman,
Glenbrook Capital Management
Richard Rudgley, President,
Glenbrook Capital Management
Media Contact:
ASC
Advisors
Taylor
Ingraham / Morgan Davis
tingraham@ascadvisors.com / mdavis@ascadvisors.com
203-992-1230
Investor Contact:
Richard Rudgley
President, Glenbrook Capital Management
richard@glenbrookcapital.net
Cautionary Statement Regarding Forward-Looking
Statements
This press release does not constitute an offer to sell or
solicitation of an offer to buy any of the securities described
herein in any state to any person. The information herein contains
"forward-looking statements". Specific forward-looking statements
can be identified by the fact that they do not relate strictly to
historical or current facts and include, without limitation, words
such as "may," "will," "expects," "believes," "anticipates,"
"plans," "estimates," "projects," "potential," "targets,"
"forecasts," "seeks," "could," "should" or the negative of such
terms or other variations on such terms or comparable terminology.
Similarly, statements that describe our objectives, plans or goals
are forward-looking. Forward-looking statements are subject to
various risks and uncertainties and assumptions. There can be no
assurance that any idea or assumption herein is, or will be proven,
correct or that any of the objectives, plans or goals stated herein
will ultimately be undertaken or achieved. If one or more of such
risks or uncertainties materialize, or if Glenbrook Capital
Management underlying assumptions prove to be incorrect, the actual
results may vary materially from outcomes indicated by these
statements. Accordingly, forward-looking statements should not be
regarded as a representation by Glenbrook Capital Management that
the future plans, estimates or expectations contemplated will ever
be achieved.
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SOURCE Glenbrook Capital Management