AB Value Management LLC Announces Continued Action to Seek Election of Its Directors to the Board of Kreisler Manufacturing C...
19 December 2014 - 7:14AM
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:
InvestorCom, Inc.65 Locust AvenueSuite 302New Canaan, CT
06840Shareholders, Banks, and Brokers call(203) 972-9300(877)
972-0090
InvestorCom, Inc.John Glenn Grau, 203-972-9300 ext. 11