WESTFIELD, N.J.--(BUSINESS WIRE)--AB Value Management LLC, an investment management company that owns greater than 11% of Kreisler Manufacturing Corporation's (OTC Pink: KRSL) common stock announces the following:
Kreisler Manufacturing Corporation (the “Company”) failed to achieve a quorum at its December 18, 2014 scheduled annual meeting. AB Value Management LLC (“AB Value”) has not presented its ballots in an effort to force a new annual meeting in which its nominees are permitted to be elected.
By blocking a quorum, AB Value will force the Company to allow it the opportunity to nominate its director candidates. Andrew Berger, principal of AB Value has stated, "We chose to undertake the arduous effort to add new directors to the Company because of the lack of focus on sound governance and recent efforts by management to pay themselves millions of dollars for 'back pay' from the 2003-2014 period. We will do whatever it takes to ensure the Company is positioned for success for all stakeholders rather than unjust self-enrichment of the Company's executive management." We petitioned the court via an emergency hearing to force the Company to waive its advance notice bylaw requirement given the extreme nature of recently discovered events, including:
(i) a 57% increase in base salary that was passed on December 5, 2014 for the two co-presidents, which the Company has yet to disclose to its stockholders;
(ii) the concerns expressed publicly on December 5, 2014 by Mr. Daly, an independent director and Kreisler's largest individual shareholder and existing independent director of the activities of Kreisler's existing board, regarding the need of a compensation committee comprised solely of independent directors and action that may have "a material impact on the company's current cash position";
(iii) inaccuracies in the proxy statement regarding the biography of John W. Poling within management's proxy;
(iv) the ownership change of a 37% voting bloc in the Company previously within management's proxy;
(v) the Company’s December 3rd press release respecting a new fixed price contract – a strategy hauntingly reminiscent of the Company’s failed and expensive efforts in Poland; and
(vi) the incumbent directors’ recent effort to further entrench themselves with the their unilateral adoption of draconian and preclusive defensive bylaws in the Company’s December 8th Amended and Restated Bylaws.
AB Value will continue to challenge in court the methods by which the incumbent directors have entrenched themselves and disenfranchised the stockholders of the Company. AB Value fully expects discovery and trial on a full record will vindicate its efforts, and intends to test the veracity of the statements to the court made by defendants, and in particular, those of Ned Stern, in their efforts to avoid the emergency relief requested from the court by AB Value and temporarily retain control of the Company.
David Polonitza, a prospective nominee for the board has remarked, "The Company is using every trick in the book to stop the will of the stockholders from being heard. I look forward to a full and fair election. Stockholder democracy is not a punishment, it's an obligation. The support of a 9.1% Stern family stockholder is a strong indication of the quality of AB Value's efforts."
AB Value wants to thank the many stockholders who continue to support its efforts. "It may take time for our nominees to be voted onto the Company’s board," stated Andrew Berger, "but stockholder votes are trending our way over management and the facts are on our side. We will do whatever it takes to ensure that the Company's army of lawyers cannot defeat the will of the majority of stockholders."
AB Value encourages stockholders to continue to vote the GOLD Proxy. Voting the GOLD Proxy will allow us to force a new meeting and elect our directors.
If you have any questions or need assistance in voting your shares, please call:
65 Locust Avenue
New Canaan, CT 06840
Shareholders, Banks, and Brokers call