SPY397.37+3.48 0.88%
DIA321.28+1.89 0.59%
IXIC11,434.74+170.29 1.51%

American Vanguard Files Definitive Proxy Materials And Sends Letter to Stockholders

American Vanguard Corporation ("American Vanguard" or "the Company") (NYSE:AVD) today announced that it has filed its definitive proxy statement with the U.S. Securities and Exchange Commission

Benzinga · 05/02/2022 06:38

American Vanguard Corporation ("American Vanguard" or "the Company") (NYSE:AVD) today announced that it has filed its definitive proxy statement with the U.S. Securities and Exchange Commission ("SEC") in connection with its Annual Meeting of Stockholders (the "2022 Annual Meeting"), scheduled to be held on June 1, 2022. Stockholders of record as of April 8, 2022 will be entitled to vote at the meeting.

In conjunction with the definitive proxy statement, the Company has sent a letter to stockholders outlining the Company's attractive positioning and path forward under its leadership team and its response to the proxy solicitation initiated by activist hedge fund Cruiser Capital Advisors LLC ("Cruiser").

The Board of Directors of American Vanguard urges stockholders to sign and return the Company's WHITE proxy card and disregard any proxy card received from Cruiser.

The letter sent to stockholders highlights the following points:

  • The American Vanguard Board is committed to serving the interests of ALL stockholders and to continue driving long-term value creation.
  • Under the leadership of your highly experienced Board and management team, the Company has delivered attractive returns and strong performance relative to agrochemical peers and the Russell 2000 over the last seven years.
  • The Company is well positioned to drive strong operational and financial performance in 2022 and beyond and continue our strong earnings momentum, with mid-double-digit growth anticipated in 2022.
  • The Company's acquisitions and investment in innovative technologies have further positioned American Vanguard to capitalize on favorable industry dynamics in both domestic and international markets.
  • There is significant embedded value in our Company, including in our SIMPAS platform and growing Green Solutions portfolio, which offers clear upside to all American Vanguard stockholders.
  • Cruiser, a relatively new stockholder in our Company, is attempting to replace three highly experienced and qualified members of your Board who were instrumental in positioning the Company for these successes and who are integral to the continued execution of our strategy and our future growth.
  • Our entire Board willingly and enthusiastically interviewed Cruiser's nominees and has held extensive discussions with the group, but found that they do not possess the experience, expertise, or in some cases, the desire to serve that would be additive to the Board, in stark contrast to the Board's nominees.
  • Neither Mr. Rosenbloom, who is one of Cruiser's founders, nor any of the other Cruiser nominees, presented any concrete recommendations or specific proposals to help the Company execute its strategic growth plans.

The full text of the letter is as follows:

April 29, 2022

Dear American Vanguard Stockholders,

On behalf of the Board of Directors (the "Board"), we are writing to you because New York-based hedge fund Cruiser Capital ("Cruiser") – a relatively new stockholder in our Company – is attempting to replace three members of your Board who are integral to the continued execution of our strategy and our future growth.

Your Board firmly believes that your interests are best served by electing the Company's nominees and unanimously recommends that you vote for "FOR ALL" of American Vanguard's nine experienced and highly qualified director nominees using the official WHITE American Vanguard proxy card enclosed.

YOUR HIGHLY EXPERIENCED BOARD AND MANAGEMENT TEAM HAVE DELIVERED FOR STOCKHOLDERS AND HAVE POSITIONED AMERICAN VANGUARD WELL FOR INCREMENTAL VALUE CREATION AS WE HEAD INTO THE FUTURE

Under the leadership of your Board and management team, American Vanguard is positioned in both domestic and international markets to drive operational and financial performance in 2022 and, we believe, well into the future. Despite continuing challenges posed by COVID-19, supply chain disruptions and inflation, last year we grew net sales by 21%, operating income by 35% and EBITDA by 20% over 2020.

Under the leadership of your highly experienced Board and management team, the Company has delivered attractive returns and strong performance relative to its agrochemical peers and the Russell 2000 over the last seven years. We believe we are well positioned to accelerate growth and returns going forward and look forward to reaping the benefits of the actions, acquisitions, and strategies that we have implemented.

We are poised to continue benefitting from favorable industry fundamentals that even Cruiser Capital concedes are "strong tailwinds." Over the past decade, we have invested in considerable technological innovation that both supports and expands long-term, highly profitable growth potential, and we believe these decisions by your Board have positioned us to benefit from those favorable winds. The fundamental strength of our traditional core business has provided the resources needed to drive these multiple strategic initiatives.

  • One critical objective has been to establish market access to key international regions that are growing in importance, and which provide great opportunities for our strong niche, specialty products portfolio. Our increased presence in Australia, Canada, Central and South America have been key to pursuing that goal and providing a solid platform for penetration of our Green Solutions and Precision Application systems.
  • SIMPAS is our game-changing prescriptive application technology that enables precise, targeted deposition of crop protection, plant nutrition and soil health inputs. It enables growers, agronomists, and precision agriculture retailers to optimize the repository of data collected through soil samples and prior harvest analyses. Additionally, in conjunction with our embedded Ultimus software, growers will be able to document verifiable application data and potentially secure carbon credit remuneration for their efforts to sequester carbon emissions to the atmosphere. These technologies have been well protected with more than 20 patents issued and another 30+ pending. We have exceeded our target of 75 system sales to growers in 2022 and are on track to meet or exceed our target of 125 additional systems in 2023. We are now projecting that in 2025 these systems and the products that they dispense will add an incremental $113 million to AVD's net sales in the United States alone. SIMPAS/Ultimus is an important component of Precision Ag, which is projected to grow in excess of 14% per year.
  • Our growing Green Solutions platform already offers over 120 breakthrough biological solutions in an industry segment that is expected to expand at a 10+% annual growth rate. In 2021, our business generated an 82% revenue increase to $40 million. The two primary drivers were solid organic growth with the existing offerings and the acquisitions of Agrinos and AgNova, which occurred in 2020. This product portfolio has excellent intellectual property protection with about 50 issued patents and about 100 patents pending. Latin America, Brazil, and increasingly the United States, represent the strongest growth geographies for these soil health and non-chemical pest control alternatives. We are projecting revenues from this set of products to be approximately $140 million by 2025.

Each of the initiatives cited above contribute meaningfully to a strong ESG / Sustainability commitment that drives American Vanguard's strategic direction. With solid execution against our targeted growth objectives, we are well positioned to continue our strong revenue momentum with mid-double-digit growth anticipated in 2022. Decisions made by your management team and Board have embedded significant value in our Company, including in our SIMPAS platform and growing Green Solutions portfolio, which offers a clear upside for ALL American Vanguard shareholders.

YOUR CURRENT BOARD HAS THE RIGHT SKILLS AND EXPERIENCE TO DRIVE STOCKHOLDER VALUE

The Board and management team are committed to driving long-term value creation and have been diligently working during these challenging times to put in place a strategy to achieve this. We are confident that the nine highly qualified directors nominated by the Company possess the right combination of relevant industry experience and expertise.

Despite American Vanguard's small size, we have been able to attract an extraordinarily talented Board, whose members bring experience in: sustainable agriculture, marketing in the agricultural space, regulatory expertise, scientific knowledge, green solutions, precision application, ESG, IP, manufacturing and audit. These competencies are essential for your Board to continue driving Company strategy and smart growth.

We believe in strong corporate governance and regularly update our corporate governance practices to ensure they align with the highest standards. Our recent corporate governance initiatives include:

  • In 2021, the Board appointed Marisol Angelini, an extraordinarily well-qualified executive with experience in international marketing and distribution in the food and beverage industry.
  • Three of the last four appointees to the nine-person Board have been women. Three members of our Board identify with underrepresented groups (namely, LGBTQIA+, Latinx and Middle Eastern).
  • The Board is continuing to explore other opportunities to broaden its inclusion of traditionally underrepresented groups while also managing this process in a manner that promotes a smooth and effective transition without disrupting boardroom dynamics or causing a loss of requisite skillsets. The Cruiser nominees do nothing to add to the Board's commitment to diversity, and in fact, Cruiser appears to be suggesting replacing at least one director who adds diversity to the Board.

You can find additional information about our Board nominees in the proxy statement.

EXTENSIVE ENGAGEMENT WITH CRUISER MADE IT CLEAR THAT THEY HAVE NO PLAN

Cruiser first disclosed its stake in June 2021 and American Vanguard had numerous conversations with Cruiser in the following months. Throughout these discussions our Board and management team sought to understand Cruiser's objectives and its suggestions for achieving them. Through multiple conversations, it became clear that Cruiser and its nominees have no plan and lack any expertise that would be additive to the Board. Their preliminary proxy filing confirms that.

In March 2022, without prior notice, Cruiser sent a letter and accompanying materials notifying the Company that Cruiser owned approximately 0.2% of American Vanguard's outstanding shares and that it intended to nominate four individuals – Keith Rosenbloom, Charles Rose, Mark Bassett and Patrick Gottschalk – for election to the Board at the Annual Meeting.

The full Board interviewed Cruiser's candidates individually for approximately two hours each and offered Cruiser at least three hours to present a much-touted critique of the Company's performance. The Directors discussed in detail each nominee's background and qualifications, with each nominee presenting various attributes that would bear on the candidates' suitability for nomination to the Board. During the questioning, each of Messrs. Bassett, Gottschalk and Rose appeared less than enthusiastic about serving on the Board.

Tellingly, in its preliminary proxy filing, Cruiser nominated only three of its initially suggested four nominees – Rosenbloom, Bassett, and Gottschalk. They also failed to include their highly touted presentation, which they characterized as "more than 80 pages" and suggested that they'd need "hours" to present. After we allotted them that time and opportunity, we learned that, while filled with critiques, the presentation lacked substance and was devoid of constructive suggestions as to how Cruiser would improve our performance. Your Board and management understand our business and have put in place the building blocks to drive long-term value for all American Vanguard stockholders. Cruiser appears to concede this fact, even noting that the Board and management team have positioned us such that we can expect "strong tailwinds" from current and expected global economic conditions.

YOUR VOTE IS VERY IMPORTANT!

VOTE THE WHITE PROXY CARD TODAY TO PROTECT THE VALUE OF YOUR INVESTMENT

We strongly urge you to use the enclosed WHITE proxy card to vote today "FOR ALL" nine of American Vanguard's highly qualified nominees: Marisol Angelini, Scott D. Baskin, Debra F. Edwards, Morton D. Erlich, Emer Gunter, Alfred F. Ingulli, John L. Killmer, Eric G. Wintemute and M. Esmail Zirakparvar. Simply follow the easy instructions to vote by telephone, by Internet, or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided.

Please DO NOT vote using any proxy card you may receive from Cruiser — even as a "protest vote." Any vote on the proxy card from Cruiser will revoke your prior vote on a WHITE proxy card, and only your latest-dated proxy will count towards the election of your highly qualified and experienced Board of Directors.

Your vote "FOR ALL" of our director nominees will help ensure that you, as an American Vanguard investor, have a Board focused on sustaining our positive momentum and creating lasting value for ALL stockholders.

We appreciate your continued support.

Sincerely,

Eric G. Wintemute, Chairman and Chief Executive Officer

John L. Killmer, Lead Independent Director

If you have any questions or need assistance in

voting your shares please call:

Mackenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com