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 follow-up letter to the Chair of the Company’s Board of Directors (the “Board”), Kathryn O’Connor Gardner, in response to the Company’s filing of an amended merger agreement with Pelican Energy Partners (“Pelican”).
Mr. Radoff previously announced his opposition to the Company’s proposed take-private merger with Pelican and has repeatedly demanded the Board and Ms. Gardner release normal course forward-looking projections 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,
As recently as last week, GSE’s Board told shareholders that $4.10 per share was a great outcome without providing its forward-looking business projections for the Company to substantiate this claim. The Board’s behavior raised several questions including: how are shareholders expected to appropriately evaluate the deal without customary projections? And how did the Company’s advisors and directors conclude that the deal represented a fair offer?
Today, the Company has now disclosed that Pelican significantly raised its offer price to $4.60 per share – yet it still refuses to provide customary projections or reset the record date to account for the significant number of shares that have traded over the last two weeks. Again, we ask: how are shareholders expected to effectively assess Pelican’s amended offer without the Company’s 2025 projections and ample time to digest this recent information?
Once again, GSE’s inexperienced Board – which has de minimis equity ownership of the Company – is doing shareholders a severe disservice by neglecting to provide information critical to our ability to evaluate the Company at a time when it appears poised to benefit from a renaissance in the nuclear power industry.
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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