Enters into Cooperation Agreement with Ancora
CARNEGIE, Pa.–(Business organisation WIRE)–Ampco-Pittsburgh Corporation (NYSE: AP) (“Ampco-Pittsburgh” or the “Corporation”) today announced that it has appointed three independent directors to its Board of Directors (the “Board”), two of whom were appointed in connection with an agreement with Ancora Holdings Group, LLC (together with its affiliates, “Ancora”), a shareholder which currently owns approximately 5.six% of the Corporation’s outstanding shares. Frederick D. DiSanto and Darrell L. McNair will join the Board as members of the class of directors to exist elected at the 2023 Annual Coming together of the Corporation’s shareholders, constructive immediately pursuant to a Cooperation Agreement entered into between Ampco-Pittsburgh and Ancora. Laurence E. Paul will also join the Board as a fellow member of the class of directors to exist elected at the 2022 Annual Meeting of the Corporation’south shareholders, effective immediately. Dr. Paul is expected to be nominated for election at the Corporation’due south 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”).
“We are uncommonly pleased to welcome this group of directors to the Ampco-Pittsburgh Board at this important time for the Corporation,” said Jim Abel, Chairman of the Board. “With these appointments, our Lath reflects our strong delivery to executing on our strategic plan while providing for a variety of views on our Board. The constructive engagement betwixt direction and Ancora during the last few months volition benefit the long-term interests of our shareholders and our other stakeholders.”
Fred DiSanto, Chairman and Chief Executive Officer of Ancora, said, “We are pleased to accept worked constructively with the Board and direction team to accomplish this agreement to bring boosted perspectives to the Board, which we believe volition aid enhance value for shareholders. We appreciate the thoughtful dialogue with Jim Abel, J. Brett McBrayer and the Board as we worked together to ensure Ampco-Pittsburgh is all-time positioned to execute on its strategic plan for the time to come.”
Pursuant to the agreement, Ancora has agreed to not make director nominations to the Corporation and to back up the Board’s full slate of directors at the 2022 Annual Meeting of the Corporation’s shareholders. In addition, Ancora has agreed to customary standstill, voting and other provisions. The complete agreement volition exist filed on Course 8-One thousand with the U.South. Securities and Commutation Commission.
About Frederick D. DiSanto
FREDRICK D. DISANTO (historic period 59, Class of 2023). Mr. DiSanto is the Chairman and Chief Executive Officer of The Ancora Grouping, a belongings company that oversees 3 investment advisors, and has served in such capacities since 2014 and 2006, respectively. Mr. DiSanto was the President and Chief Operating Officer of Maxus Investment Group from 1998 until December of 2000. In 2001, after Maxus Investment Group was sold to Fifth Third Bank, Mr. DiSanto served as Executive Vice President and Manager of Fifth Third Bank’s Investment Advisor Division. Mr. DiSanto has served since 2016 as a director of The Eastern Company, a company that manages industrial businesses that design, manufacture and sell unique engineered solutions to niche markets, and is Chairman of the Inspect Commission and a member of its Nominating and Corporate Governance Committee. He also currently serves as a director for Regional Brands, Inc., a privately held belongings visitor seeking to acquire substantial ownership in regional companies with potent brand recognition, stable revenues and profitability, and Alithya Group Inc., a North American leader in strategy and digital transformation. Mr. DiSanto previously served on the respective Boards of Directors of Axia Net Media Corporation and LNB Bancorp, Inc. Mr. DiSanto holds a B.South. in Direction Science and an MBA from Case Western Reserve University.
About Darrell L. McNair
DARRELL 50. MCNAIR (historic period 59, Class of 2023) Mr. McNair is currently the President and Chief Executive Officer of the MVP Group of Companies, a privately held grouping of companies which provide injection molding services, mechanical blueprint engineering services and distribution of cream products to the automotive, medical, industrial, recreational industries and all five branches of the armed forces, since 2000. Previously, Mr. McNair was Executive Director and a member of the board of directors of Detroit Neighborhood & Family Initiative, a non-profit organization sponsored by the Ford Foundation & Southeast Foundation serving diverse communities in the Detroit expanse, from 1999 to 2000; Owner & Chief Executive Officeholder for GERIC Home Health Care, Inc., a abode health care organization serving residents in southeast Michigan, from 1996 to 1999; and held various positions at the Ford Motor Company (NYSE: F), an automotive visitor that designs, manufactures, and markets Ford vehicles worldwide, from 1988 to 1996. Mr. McNair is too currently a member of the board of directors of Medical Mutual of Ohio, the largest health insurance company based in Cleveland, Ohio, since May 2020. In improver, Mr. McNair is currently a lath fellow member, trustee and counsel to a number of borough and community organizations, including the Cleveland/Cuyahoga Canton Port Authority, The President’s Council, the Minority Business concern Financing Advisory Board, University Hospital, Northeast Ohio Medical University, ECM Chemicals, the Greater Cleveland Sports Commission, Crain’s Business Diversity Council, the Cleveland Federal Reserve Local Informational Council and Jumpstart. Mr. McNair received his M.B.A. in finance and marketing from Baldwin Wallace University and his B.G.S. in political science from Kent State University.
Well-nigh Laurence E. Paul
LAURENCE E. PAUL (historic period 57, previously a Managing director 1998-2018, Grade of 2022). Dr. Paul has been a managing principal of Laurel Crown Partners, a private investment visitor, for more than five years and prior to that was an investment banker for ten years. He became a President of The Louis Berkman Investment Company, a private investment company, in 2013. Dr. Paul holds an A.B. in biology from Harvard College, an M.D. from Harvard Medical Schoolhouse and an MBA from Stanford Business School. Dr. Paul is the blood brother of the Corporation’s incumbent director Stephen E. Paul.
About Ampco-Pittsburgh Corporation
Ampco-Pittsburgh Corporation articles and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. Through its operating subsidiary, Union Electric Steel Corporation, it is a leading producer of forged and bandage rolls for the global steel and aluminum industry. Information technology besides manufactures open-die forged products that principally are sold to customers in the steel distribution market, oil and gas industry, and the aluminum and plastic extrusion industries. The Corporation is besides a producer of air and liquid processing equipment, primarily custom-engineered finned tube estrus exchange coils, large custom air handling systems, and centrifugal pumps. Information technology operates manufacturing facilities in the United states of america, England, Sweden, Slovenia, and participates in 3 operating articulation ventures located in Mainland china. It has sales offices in North and South America, Asia, Europe, and the Heart Due east. Corporate headquarters is located in Carnegie, Pennsylvania.
About Ancora Holdings, Inc.
Ancora Holdings, Inc. is an employee owned, Cleveland, Ohio based holding company which wholly owns four separate and distinct SEC Registered Investment Advisers and a broker dealer. Ancora Advisors LLC specializes in customized portfolio direction for private investors, high internet worth investors, investment companies (mutual funds), and institutions such as pension/turn a profit sharing plans, corporations, charitable & “Not-for Profit” organizations, and unions. Ancora Family Wealth Advisors, LLC is a leading, regional investment and wealth advisor managing avails on behalf families and high net-worth individuals. Ancora Alternatives LLC specializes in pooled investments (hedge funds/investment limited partnerships). Ancora Retirement Plan Advisors, Inc. specializes in providing non-discretionary investment guidance for small and midsize employer sponsored retirement plans. Inverness Securities, LLC is a FINRA registered Broker Dealer.
The Private Securities Litigation Reform Act of 1995 (the “Human action”) provides a condom harbor for forwards-looking statements made by or on behalf of Ampco-Pittsburgh Corporation (the “Corporation”). This printing release may include, only is not express to, statements about operating performance, trends, events that the Corporation expects or anticipates will occur in the time to come, statements most sales and production levels, restructurings, the touch on from global pandemics (including COVID-19), profitability and anticipated expenses, hereafter proceeds from the do of outstanding warrants, and cash outflows. All statements in this certificate other than statements of historical fact are statements that are, or could be, accounted “frontwards-looking statements” inside the meaning of the Act and words such as “may,” “volition,” “intend,” “believe,” “wait,” “conceptualize,” “estimate,” “project,” “forecast” and other terms of similar meaning that bespeak time to come events and trends are besides mostly intended to place forward-looking statements. Forrad-looking statements speak simply every bit of the date on which such statements are made, are not guarantees of future functioning or expectations, and involve risks and uncertainties. For the Corporation, these risks and uncertainties include, but are not limited to: cyclical demand for products and economic downturns; excess global capacity in the steel manufacture; fluctuations of the value of the U.S. dollar relative to other currencies; increases in commodity prices or shortages of central production materials; consequences of global pandemics (including COVID-19); changes in the existing regulatory environment; new trade restrictions and regulatory burdens associated with “Brexit”; inability of the Corporation to successfully restructure its operations; limitations in availability of capital to fund the Corporation’s operations and strategic plan; inoperability of certain equipment on which the Corporation relies; work stoppage or another industrial action on the part of any of the Corporation’due south unions; liability of the Corporation’due south subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of those subsidiaries; inability to satisfy the connected list requirements of the New York Stock Substitution or NYSE American; failure to maintain an effective organization of internal command; potential attacks on information technology infrastructure and other cyber-based business disruptions; and those discussed more than fully elsewhere in this report and in documents filed with the Securities and Commutation Committee by the Corporation, particularly in Item 1A, Risk Factors, in Part I of the Corporation’s latest Annual Written report on Form 10-Thousand. The Corporation cannot guarantee any hereafter results, levels of activity, functioning or achievements. In improver, there may be events in the futurity that the Corporation may not be able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by frontwards-looking statements. Except as required by applicative police force, the Corporation assumes no obligation, and disclaims whatsoever obligation, to update forward-looking statements whether as a upshot of new information, events or otherwise.
Additional Information and Where to Find It
In connection with the forthcoming solicitation of proxies from shareholders in respect of the Corporation’s 2022 Annual Coming together of Shareholders, the Corporation will file with the U.S. Securities and Exchange Committee (the “SEC”) a proxy statement on Schedule 14A (the “proxy statement”), containing a grade of proxy card. Details concerning the nominees for the Form of 2025 of the Board of Directors of the Corporation for ballot at the Corporation’s 2022 Almanac Meeting of Shareholders will be included in the proxy argument. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS, INCLUDING THE CORPORATION’S PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO AND ACCOMPANYING PROXY CARD, FILED WITH THE SEC WHEN THEY Get Bachelor BECAUSE THEY Incorporate, OR Will CONTAIN, IMPORTANT Information Virtually THE CORPORATION. Shareholders may obtain complimentary copies of the proxy statement and other relevant documents that the Corporation files with the SEC on the Corporation’s website at ampcopgh.com/investors or from the SEC’s website at www.sec.gov.
Participants in the Solicitation
Ampco-Pittsburgh, its directors and certain of its executive officers volition be participants in the solicitation of proxies from shareholders in respect of the Corporation’due south 2022 Annual Meeting of Shareholders. Data regarding certain of the directors and officers of Ampco-Pittsburgh is independent in its definitive proxy statement for the 2021 Annual Meeting of Shareholders which was filed with the SEC on March 26, 2021. To the extent holdings of the Corporation’s securities by directors or executive officers accept changed since the amounts set forth in Ampco-Pittsburgh’s 2021 proxy statement, such changes accept been or will be reflected on Initial Statements of Benign Ownership on Form 3 or Statements of Change in Ownership on Course 4 filed with the SEC. Additional information regarding the identity of potential participants and their respective interests, past security holdings or otherwise, will be included in Ampco-Pittsburgh’s proxy statement and other relevant documents filed with the SEC in connection with Ampco-Pittsburgh’s 2022 Annual Meeting of Shareholders.
Michael Chiliad. McAuley
Senior Vice President, Chief Financial Officeholder and Treasurer