|Purpose of Transaction.|
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On April 11, 2018, Mudrick Capital Management, L.P. (“MCM”), delivered a letter to the Issuer’s board of directors (the “Board”) to express its belief that the Issuer’s stock is deeply undervalued and to recommend value-enhancing options that would maximize the benefit to all shareholders. MCM stated in the letter that it was willing to lend the Issuer $150 million in a non-convertible financing instrument to help address the Issuer’s capital needs through 2019, and further noted that it would welcome the opportunity for other shareholders to participate in such a financing transaction.
In the letter, MCM expressed its belief that it would not be in the best interests of shareholders for the Issuer to seek a capital raise without first assessing the market’s interest in participating. MCM also stated it would not support any overture by the Issuer to seek additional financing from the controlling shareholder Thermo Companies (“Thermo”), a group of privately-owned businesses which are majority-owned by James Monroe III, the Issuer’s Chairman and CEO, in exchange for convertible instruments senior to equity.
MCM concluded the letter by highlighting the Board’s heightened responsibility to protect the best interests of shareholders in light of Thermo being a controlling and highly influential inside shareholder, and urged the Board to form a committee of truly independent directors to consider any potential capital-raising activities or alternatives to enhance shareholder value.
The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit 99.2, and is incorporated herein by reference.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.