Trecora Resources enters into a definitive agreement to be acquired by an affiliate of Balmoral Funds; Pangaea withdrew its nomination of candidates

Key Summary: Bradley L. Radoff, increasing his stake from 3.6% to 6%, criticized the board’s handling of M&A efforts and pushed for a strategic review and potential sale, while considering a rival board slate for the 2022 AGM. Pangaea Ventures/Ortelius Advisors (11.3%) also pressed for governance reforms and board changes, nominating six directors before withdrawing after Trecora agreed to be acquired by Balmoral Funds for $9.81/share in May 2022.

Market Cap: $216 million | Trecora Resources primarily manufactures and sells various specialty petrochemicals products and specialty waxes in the United States.

Bradley L. Radoff

On September 9, 2021, Bradley L. Radoff (3.6%) stated his belief that the company's current share price does not reflect the underlying intrinsic value of its business. Bradley L. Radoff has engaged with, and intend to continue to engage with, members of the management and board regarding a range of methods to enhance shareholder value, including a potential sale of the company

On November 17, 2021, Bradley L. Radoff (5%) stated that he was disappointed by the company's November 3, 2021 announcement regarding its failed M&A opportunity. Bradley L. Radoff continues to believe that a sale of the company is the best risk-adjusted path forward for the company and its stockholders, and that the board should publicly announce a strategic review process seeking the sale of the company. Bradley L. Radoff does not believe that the current board is acting in the best interests of stockholders and are strongly considering nominating a competing slate of proven director candidates with track records of creating stockholder value for election to the board at the upcoming 2022 AGM. Source

On March 14, 2022, Bradley L. Radoff increased its stake to 6%.

Pangaea Ventures/ Ortelius Advisors

On November 2, 2021, Pangaea Ventures/ Ortelius Advisors (11%) stated that it has engaged in discussions with the company and its management and certain members of its board on issues that relate to corporate governance, Board composition, and shareholder value-enhancing strategies. Source

On February 7, 2022, Pangaea Ventures/ Ortelius Advisors (11.3%) submitted a notice of its intent to nominate a slate of six candidates for election to the Board at the 2022 AGM. Source

On March 22, 2022, Pangaea Ventures/ Ortelius Advisors delivered an open letter to the shareholders reiterating its concerns and seeks support for its nominees.

On April 1, 2022, Pangaea Ventures/ Ortelius Advisors filed proxy materials seeking support for its nominees.

On April 12, 2022, Pangaea Ventures/ Ortelius Advisors filed proxy materials seeking support for its nominees.

On May 11, 2022, Trecora Resources and an affiliate of Balmoral Funds, LLC announced that they have entered into a definitive merger agreement pursuant to which Balmoral agreed to acquire Trecora for $9.81 per share in cash in a transaction that values the Company at an enterprise value of $247 million. Source

On May 27, 2022, Pangaea withdrew its nomination of candidates for election to the Board at the Annual Meeting. Source

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