Bradley L. Radoff, who collectively with his affiliates owns approximately 9.9% of the outstanding shares of GSE Systems, Inc. (NASDAQ: GVP) (“GSE” or the “Company”), today issued the below open letter to the Chair of the Company’s Board of Directors (the “Board”), Kathryn O’Connor Gardner, to urge the Board to provide the market with customary disclosures regarding the Company’s forward-looking projections.
Mr. Radoff previously announced his opposition to the Company’s proposed take-private merger with Pelican Energy Partners (“Pelican”) and demanded normal course forward-looking projections be disclosed so shareholders can fairly evaluate the Pelican transaction.
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GSE Systems, Inc.
6940 Columbia Gateway Drive, Suite 470
Columbia, MD 21046
Attention: Kathryn O’Connor Gardner, Chair of the Board of Directors
October 21, 2024
Dear Ms. Gardner,
I am one of GSE’s largest shareholders, with an approximately 9.9% stake in the Company, and am deeply concerned with the Board’s recent decision to deprive shareholders of crucial information related to the Pelican transaction. It is clear that the actions of GSE’s severely inexperienced Board appear to be driven by its advisors and proposed buyer, none of whom can be expected to act in shareholders’ best interests. I believe it is incumbent upon you – in line with your fiduciary duties to shareholders – to release GSE’s 2025 projections so investors can fairly assess the value of the Company against the deal price.
If you, Institutional Shareholder Services and the majority of shareholders think the Pelican merger is truly a great deal and the best-case scenario for the Company, then why not provide the numbers to back up that assertion?
The Company’s latest Form 8-K filed on October 18, 2024 raises more questions regarding the Board’s actions. In my view, it is a shame that the Board can meet multiple times and spend additional shareholder resources to reject new alternative proposals, yet still cannot provide customary forward-looking business projections that would enable investors to make the most informed decision possible. Has the Board even met to discuss sharing these projections with shareholders?
I urge you to immediately provide this necessary information and transparency to shareholders so that we can independently make the most informed decision on the Pelican transaction.
Sincerely,
Bradley L. Radoff
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THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. MR. RADOFF IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. MR. RADOFF IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
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