PICO Holdings, Inc. Concludes Board Refreshment Process
31 January 2017 - 8:45AM
PICO Holdings, Inc. (NASDAQ:PICO) announced today that Mr. Michael
Machado has informed the Company that he does not wish to stand for
reelection as a director at the Company’s 2017 Annual Meeting of
Shareholders (the “Annual Meeting”). As part of the plan to
maintain a Board of five directors following the Annual Meeting,
and as a result of an agreement (the “Agreement”) entered into
between the Company and Bandera Partners, LLC (“Bandera”), the
Company has nominated Mr. Gregory Bylinsky, a Managing Director and
Portfolio Manager at Bandera, to stand for election as a Director
at the Annual Meeting. Additionally, as a result of the
Agreement, Mr. Bylinsky will become a board observer through the
Annual Meeting, effective immediately. The Agreement contains
certain terms which are customary for agreements of this
type. Bandera is the beneficial owner of approximately 4.2%
of PICO’s outstanding common shares.
PICO’s Chairman and Chief Executive Officer, Mr.
Max Webb commented, “on behalf of the Board, I wish to extend our
sincere thanks and gratitude to Mike for his service to the Company
especially through the recent management transition and governance
enhancements. Mike has been a steady influence and valued resource
throughout this process and his presence will be missed. So
too, we will miss Mike’s extensive knowledge regarding water
related matters in the Southwest.” Mr. Webb continued, “I am
exceedingly grateful to have had the benefit of Mike’s insights and
perspective as it relates to our assets. I also look forward
to Greg joining the Board as we continue to seek to maximize
shareholder value.”
PICO’s Lead Independent Director, Mr. Daniel
Silvers commented, “we are pleased to welcome Greg to the
Board. As we have gotten to know him and his firm, it has
become clear that he is intently focused on maximizing long-term
value for all shareholders. Bandera is a significant
shareholder of the Company, and we welcome Greg’s input into key
decisions regarding the monetization of assets and the return of
capital to shareholders.” Mr. Silvers continued, “I echo Max
in thanking Mike for his service to PICO and wish him well in his
future endeavors.”
Mr. Bylinsky commented, “Bandera greatly
appreciates the progress this Board has made in implementing a
number of recent shareholder-friendly initiatives, as well as
executing on the stated business plan.” Mr. Bylinsky
continued, “I am excited to join the Board, and, as a significant
shareholder, Bandera’s goal remains to lend our thoughts and
expertise to the Company in a collaborative and constructive manner
in considering the strategic direction of the Company and
maximizing the inherent value of the Company’s assets.”
About PICO Holdings, Inc.
PICO Holdings is a diversified holding
company. Currently, we believe the highest potential return
to shareholders is from a return of capital to shareholders.
As we monetize assets, rather than reinvest the proceeds, we intend
to return the capital derived therefrom, less any working capital
requirements, back to shareholders through a stock repurchase
program or by other means such as special dividends taking into
effect liquidity requirements, debt covenants and any other
contractual and legal restrictions that may exist at the time.
As of September 30, 2016, our two major
investments were:
- Vidler Water Company, Inc., a water resource development
business; and
- a 56.9% interest in UCP, Inc. (NYSE: UCP), a publicly-traded
homebuilder and land developer in markets located in California,
Washington State, North Carolina, South Carolina and
Tennessee.
OTHER INFORMATION
At September 30, 2016, PICO Holdings, Inc. had a
market capitalization of $272 million, and 23,069,381 shares
outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Statements in this press release that are not
historical, including statements regarding our business objectives,
and our ability to monetize assets and return capital to
shareholders through stock repurchases or through other means, are
forward-looking statements based on current expectations and
assumptions that are subject to risks and uncertainties.
In addition, a number of other factors may cause
results to differ materially from our expectations, such as: any
slow down or downturn in the housing recovery or in the real estate
markets in which UCP and Vidler operate; fluctuations in the prices
of water and water rights; physical, governmental and legal
restrictions on water and water rights; a downturn in some sectors
of the stock market; general economic conditions; prolonged
weakness in the overall U.S. and global economies; the performance
of the businesses; the continued service and availability of key
management personnel; and potential capital requirements and
financing alternatives.
For further information regarding risks and
uncertainties associated with our business, please refer to the
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Risk Factors” sections of our SEC
filings, including our Annual Report on Form 10-K and our Quarterly
Reports on Form 10-Q, copies of which may be obtained by contacting
us at (858) 456-6022 or at http://investors.picoholdings.com.
We undertake no obligation to (and we expressly
disclaim any obligation to) update our forward-looking statements,
whether as a result of new information, subsequent events, or
otherwise, in order to reflect any event or circumstance which may
arise after the date of this press release, except as may otherwise
be required by law. Readers are urged not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release.
This news release was distributed by GlobeNewswire,
www.globenewswire.com.
CONTACT:
Max Webb
Chairman and Chief Executive Officer
PICO Holdings, Inc.
(858) 652-4114
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