DMC Global Enters into Cooperation Agreement with Bradley L. Radoff
March 15 2024 - 6:00AM
DMC Global Inc. (Nasdaq: BOOM) today announced that the Company has
entered into a cooperation agreement (the "Cooperation Agreement")
with Bradley L. Radoff and his affiliate (the “Radoff
Parties”), pursuant to which the Company and the Radoff Parties
will identify and mutually agree to appoint a new independent
director to the board of directors of DMC (the “Board”) with
expertise and experience in the building products sector.
Pursuant to the terms of Cooperation Agreement,
the Board will promptly commence a formal search for qualified
director candidates, in accordance with DMC’s established process
for director recruitment and with the aid of a nationally
recognized executive search firm.
Prior to entering into the Cooperation
Agreement, consistent with the Board’s refreshment practices and
its retirement policy contained in DMC’s Corporate Governance
Guidelines, the Board determined that Robert Cohen and Richard
Graff will not be renominated for election at the 2024 Annual
Meeting. As a result, effective as of the 2024 Annual Meeting, the
size of the Board will be reduced to seven directors, subject to
increase for the appointment of the new independent director.
The Radoff Parties have agreed to certain
customary provisions, including standstill and voting obligations.
The complete Cooperation Agreement has been filed by the Company
with the U.S. Securities and Exchange Commission as an
exhibit to a Current Report on Form 8-K.
AdvisorsWomble Bond Dickinson
(US) LLP and Richards, Layton & Finger, P.A. are acting as
DMC’s legal advisors, Morrow Sodali is acting as its strategic
stockholder advisor, and Gagnier Communications LLC is its
communications advisor. Olshan Frome Wolosky LLP is serving as
legal counsel and Longacre Square Partners is serving as strategic
advisor to the Radoff Parties.
About DMC GlobalDMC Global is
an owner and operator of innovative, asset-light manufacturing
businesses that provide unique, highly engineered products and
differentiated solutions. DMC’s businesses have established
leadership positions in their respective markets and consist of:
Arcadia, a leading supplier of architectural building products;
DynaEnergetics, which serves the global energy industry; and
NobelClad, which addresses the global industrial infrastructure and
transportation sectors. Based in Broomfield, Colorado, DMC trades
on Nasdaq under the symbol “BOOM.” For more information, visit:
http://www.dmcglobal.com.
Safe Harbor LanguageThis news
release contains certain forward-looking statements regarding the
Company. All of these statements are based on management’s
expectations as well as estimates and assumptions prepared by
management that, although they believe to be reasonable, are
inherently uncertain. These statements involve risks and
uncertainties, including, but not limited to, economic,
competitive, governmental and other factors outside of the
Company’s control that may cause its business, industry, strategy,
financing activities or actual results to differ materially. More
information on potential factors that could affect the Company and
its financial results is available in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” sections within the Company’s Annual Report
on Form 10-K for the year ended December 31, 2023, and in other
documents that the Company has filed with, or furnished to, the
U.S. Securities and Exchange Commission. The Company does not
undertake any obligation to release public revisions to any
forward-looking statement, including, without limitation, to
reflect events or circumstances after the date of this news
release, or to reflect the occurrence of unanticipated events,
except as may be required under applicable securities laws.
ContactsInvestors:Geoff
HighVice President of Investor Relations303-514-0656
Media:Riyaz Lalani or Dan GagnierGagnier
Communications416-305-1459DMCGLOBAL@GAGNIERFC.COM
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