Grace Brothers Urges Ladish Shareholders to Vote the Green Proxy Card for Their Board Nominees; Responds to ISS Report.Business Editors EVANSTON, Ill.--(BUSINESS WIRE)--May 27, 2003 Grace Brothers, Ltd., an Illinois investment firm holding 29.6% of Ladish, Co., Inc., (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :LDSH LDSH Lord Strathcona Horse (Royal Canadians) LDSH Latter Day Saints Hospital (Salt Lake City, UT) ) today issued the following statement regarding Institutional Shareholder Services' (ISS ISS See Institutional Shareholder Services (ISS). ) announcement on Grace's director nominees to the Ladish's Board. Grace Brothers is disappointed that ISS failed to recognize the need for a truly independent and highly qualified board for Ladish Co., Inc. that will hold management accountable to all shareholders. Grace Brothers continues to believe that the many of the current board members have close relationships with management, and form an effective voting block against any shareholder initiatives unappealing to management. While we respect ISS, they are not Ladish shareholders and may not appreciate the problems on the current board, nor how those board problems affect the enterprise value of Ladish. Grace Brothers believes that as a 29.6% shareholder, it is the logical party to lead the current effort of changing four of the seven directors on the Ladish board. This effort is not about Grace gaining control of Ladish, but rather, it's about removing the management created majority and allowing the Company to be governed by independent directors. Grace Brothers believes it has the support of other significant shareholders who share this view and welcome this change in the board. ISS reported that Ladish expects to spend $475,000 in this contested proxy and Grace Brothers finds this very troubling. Grace Brothers believes that significant corporate assets are being wasted by a small group of directors who own very little Ladish stock. This further demonstrates the lack of shareholder focus existing on the current board. Grace Brothers approached Ladish before filing its proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. , and made a proposal for changing two members of the current Ladish board. However, Grace was rebuffed in this consensual CONSENSUAL, civil law. This word is applied to designate one species of contract known in the civil laws; these contracts derive their name from the consent of the parties which is required in their formation, as they cannot exist without such consent. 2. effort, and decided to take its case to the shareholders. As a result, the Company has retained some of the most costly legal and solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual firms available to assist in its efforts to defeat our proposed board changes. At Ladish's June 6th Annual Meeting, shareholders will have the opportunity to send a message to the Ladish Board that shareholders are concerned about their company. Shareholders will be able to elect directors who are committed to maximizing value for shareholders now. Keep your Board accountable -- Vote FOR the election of Grace's independent director nominees by signing, dating and returning the enclosed GREEN proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. TODAY. We urge you: Do not return the white proxy card solicited by Ladish's Board and management, even to vote AGAINST their slate. If you have previously returned a white proxy card, you have every right to change your vote. Only your latest dated proxy counts. Vote the GREEN card today. In connection with Ladish's upcoming Annual Meeting, Grace Brothers has filed and plans to circulate a proxy statement with the Securities and Exchange Commission (SEC). LADISH SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. Shareholders may obtain a free copy of the proxy statement and other material (when available) and any other documents that may be filed by Grace with the SEC in connection with the Annual Meeting at the SEC's web site at www.sec.gov. Ladish shareholders may also obtain free copies of the proxy statement and other documents filed by Grace in connection with the annual meeting, including information about the identity of the participants in the solicitation (who may be deemed to include, in addition to Grace, Grace's nominees J. Robert Peart a. 1. Active; lively; brisk; smart; - often applied to convalescents; as, she is quite peart to-day s>. There was a tricksy girl, I wot, albeit clad in gray, As peart , Gregg G. Williams, James C. Hill, Robert J. Daniels, Robert Daniels, Robert (Vincent) (1926– ) Slavic specialist, politician, author; born in Boston, Mass. Teaching longest at the University of Vermont (1964), he directed the Center for Area Studies (1962–65), chaired the history department W. Sullivan and Margaret B. Hampton) and a description of their direct and indirect interests, by security holdings or otherwise, by directing a request to: Grace Brothers, Ltd., 1560 Sherman Avenue, Suite 900, Evanston, IL 60201, RE: Ladish. SAFE HARBOR Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. STATEMENT Certain statements contained herein regarding matters that are not historical facts are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. (as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995). Such forward-looking statements involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied thereby, including due to risk factors listed from time to time in Ladish's reports and filings with the Securities and Exchange Commission. |
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