DALLAS, July 18, 2016 (GLOBE NEWSWIRE) -- CSW Industrials, Inc. (the “Company”) (NASDAQ:CSWI), a diversified industrial growth company with well-established, scalable platforms and domain expertise across three segments: Industrial Products; Coatings, Sealants & Adhesives; and Specialty Chemicals, today announced that the Company has reached an agreement with Newtyn Management LLC and its affiliates (“Newtyn”) regarding the 2016 Annual Meeting of Stockholders.
Under the terms of the Agreement, Newtyn has withdrawn its nominee for election at the annual meeting of stockholders to be held on August 8, 2016, and has agreed to vote in favor of the Board’s nominee, Mr. Michael R. Gambrell.
The Agreement further provides that Newtyn will participate in the development of the position profile of one of the two new directors that are expected to be appointed in the candidate search announced by the Company on July 6, 2016. Newtyn will also be permitted to, among other things, (a) recommend candidates to the Company’s Nominating Committee, (b) review resumes of the final three director candidates, (c) provide input and recommendations to the Company’s Nominating Committee with respect to the candidates, and (d) exclude one candidate from the process to which Newtyn reasonably objects.
In addition, the Agreement provides that the Board will consider the adoption of a stock repurchase program. The Board, in its sole discretion, will determine whether to approve any stock repurchase program and the terms of any program.
Joseph B. Armes, the Company’s Chairman and Chief Executive Officer, said, “We are pleased that the Company and one of our largest stockholders could reach a mutual agreement to avoid a contested election at our 2016 Annual Meeting. Mike Gambrell is a tremendous asset to our Company and I look forward to his re-election to the Board at the annual meeting. We appreciate the constructive dialogue with Noah Levy and his colleagues at Newtyn Management. We look forward to working closely with Newtyn Management in the future.”
Noah Levy, Managing Member of Newtyn Management, said, “We are pleased to have reached this agreement with the Company. We appreciate the constructive dialogue we have had with Mr. Armes and look forward to working cooperatively with the Company in connection with the Company’s implementation of its previously announced plan to expand the board.”
About CSW Industrials
CSWI is a diversified industrial growth company with well-established, scalable platforms and domain expertise across three segments: Industrial Products; Coatings, Sealants & Adhesives; and Specialty Chemicals. CSWI’s broad portfolio of leading products provides performance optimizing solutions to its customers. CSWI’s products include mechanical products for heating, ventilation and air conditioning (“HVAC”) and refrigeration applications, coatings and sealants and high performance specialty lubricants. Markets that CSWI serves include HVAC, general industrial markets, rail car and locomotive, plumbing, commercial construction, oil and gas, mining, electrical, steel and transportation.
About Newtyn Management LLC
Newtyn Management LLC is an investment adviser based in New York. Newtyn employs a long-term value-oriented strategy to seek favorable risk-adjusted returns for its investors.
Important Additional Information
CSWI, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from CSWI’s stockholders in connection with the matters to be considered at CSWI’s 2016 Annual Meeting. CSWI filed a definitive proxy statement with the SEC on July 6, 2016 in connection with any such solicitation of proxies from CSWI’s stockholders. CSWI’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND WHITE PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of CSWI’s directors and executive officers in CSWI’s stock, restricted stock and stock options is included in their SEC filings on Forms 3, 4 and 5. More detailed information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with CSWI’s 2016 Annual Meeting. Information can also be found in CSWI’s Annual Report on Form 10-K for the year ended March 31, 2016, filed with the SEC on June 8, 2016, and CSWI’s definitive proxy statement on Schedule 14A, filed with the SEC on July 6, 2016. Stockholders will be able to obtain the proxy statement, any amendments or supplements to the definitive proxy statement and other documents filed by CSWI with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at CSWI’s website at www.cswindustrials.com or by contacting Luke Alverson, Senior Vice President, General Counsel & Secretary at (214) 884-3777. Shareholders may also contact D.F. King & Co., Inc., CSWI’s proxy solicitor, toll-free at (866) 521-4192 or by email at CSWI@dfking.com.
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "forecasts," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.
The forward-looking statements included in this press release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.
All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.