Court Affirms Tecumseh Products Company 2009 Annual Meeting Date; Rejects Herrick Foundation Attempt to Advance Meeting Date
June 18 2009 - 8:30AM
PR Newswire (US)
ANN ARBOR, Mich., June 18 /PRNewswire-FirstCall/ -- Tecumseh
Products Company (NASDAQ:TECUANASDAQ:TECUB), a leading global
manufacturer of compressors and related products, today announced
that at a closed proceeding held in chambers at the Lenawee County
Circuit Court yesterday, Judge Timothy P. Pickard rejected a motion
by the Herrick Foundation to accelerate the date of the Company's
2009 annual meeting, and instead ordered that the meeting take
place on or before Aug. 14, 2009, the date previously set and
announced by the Company. The Court also rejected the Herrick
Foundation's attempt to exert control over the Board of Directors'
decision-making responsibilities by denying the Foundation's
request to restrict the Company from taking any actions outside of
the ordinary course of day-to-day operations. Holding the annual
meeting on or before July 23, 2009, the timeframe demanded by the
Herrick Foundation, would not have permitted the Company to timely
distribute proxy materials to shareholders in accordance with
federal securities laws, and would have deprived all shareholders
of the reasonable and customary period to review and carefully
consider the information in the proxy statement about the important
issues to be decided at the meeting. Teresa Hess, Tecumseh's
Director of Investor Relations commented: "The Herrick Foundation
filed an unnecessary and wasteful motion asking the Court to
advance the annual meeting date. As the Herrick Foundation and its
advisors are well aware, the Company recently set the date of its
annual meeting for August 14, and holding the meeting on July 23
was not possible under applicable law. We believe that this is yet
another example of the Foundation's Trustees using the Foundation
to advance their personal agendas at the expense of the Foundation
and the best interests of Company's shareholders, with disruptive
effect on the Company's ability to conduct business during these
challenging economic times. The pattern of conduct by the
Foundation's Trustees suggests a disturbing indifference to the
interests of all shareholders and a willingness to use any means to
regain control of Tecumseh." On June 5, 2009, the Michigan Attorney
General filed a petition raising concerns about apparent conflicts
of interests on the part of the Herrick Foundation's Trustees, Todd
Herrick, Kent Herrick and Michael Indenbaum, a partner in the
Honigman Miller, law firm that represents the Herrick Foundation,
other Herrick family trusts holding Company shares and Todd and
Kent Herrick personally. The Attorney General's petition also calls
for the examination of whether the use of the Foundation's assets
by the Trustees to pursue, among other things, the proxy fight to
regain control of the Tecumseh Board is a permitted use of the
Foundation's assets under the Foundation's governing instruments
and applicable law. At the Aug. 14 annual meeting, shareholders
will consider proposals to effect a recapitalization of the Company
and elect seven members of the Company's Board of Directors, which
the Company believes will advance its efforts to bring its
corporate governance to world-class standards and allow it to
continue to execute its strategic plan to become the global leader
in commercial refrigeration. About Tecumseh Products Company
Tecumseh Products Company is a full-line independent global
manufacturer of hermetically sealed compressors for residential and
commercial refrigerators, freezers, water coolers, dehumidifiers,
window air conditioning units and residential and commercial
central system air conditioners and heat pumps. Press releases and
other investor information can be accessed via the Investor
Relations section of Tecumseh Products Company's Internet web site
at http://www.tecumseh.com/. Cautionary Statements Relating to
Forward-Looking Statements This release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 that are subject to the safe harbor provisions
created by that Act. In addition, forward-looking statements may be
made orally in the future by or on behalf of the Company.
Forward-looking statements can be identified by the use of terms
such as "expects," "should," "may," "believes," "anticipates,"
"will," and other future tense and forward-looking terminology.
Readers are cautioned that actual results may differ materially
from those projected as a result of certain risks and
uncertainties, including, but not limited to, i) the success of our
ongoing effort to bring costs in line with projected production
levels and product mix; ii) financial market changes, including
fluctuations in foreign currency exchange rates and interest rates;
iii) availability and cost of materials, particularly commodities,
including steel and copper, whose cost can be subject to
significant variation; iv) changes in business conditions and the
economy in general in both foreign and domestic markets, the
condition of which may magnify other risk factors; v) weather
conditions affecting demand for replacement products; vi) actions
of competitors; vii) our ability to maintain adequate liquidity in
total and within each foreign operation; viii) the effect of
terrorist activity and armed conflict; ix) economic trend factors
such as housing starts; x) emerging governmental regulations; xi)
the ultimate cost of resolving environmental and legal matters;
xii) our ability to profitably develop, manufacture and sell both
new and existing products; xiii) the extent of any business
disruption that may result from the restructuring and realignment
of our manufacturing operations or system implementations, the
ultimate cost of those initiatives and the amount of savings
actually realized; xiv) the extent of any business disruption
caused by work stoppages initiated by organized labor unions; xv)
potential political and economic adversities that could adversely
affect anticipated sales and production in Brazil; xvi) potential
political and economic adversities that could adversely affect
anticipated sales and production in India, including potential
military conflict with neighboring countries; xvii) increased or
unexpected warranty claims; and xviii) the ongoing financial health
of major customers. These forward-looking statements are made only
as of the date of this release, and the Company undertakes no
obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Information About Participants ON MARCH 27, 2009, TECUMSEH PRODUCTS
COMPANY FILED A PRELIMINARY PROXY STATEMENT/PROSPECTUS, AS AMENDED
ON MAY 19, 2009, WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC"). BEFORE SOLICITING PROXIES, WE WILL PROVIDE SHAREHOLDERS
WITH A DEFINITIVE PROXY STATEMENT/PROSPECTUS CONTAINING INFORMATION
ABOUT THE COMPANY AND CERTAIN PROPOSALS TO BE PRESENTED TO A VOTE
OF SHAREHOLDERS AT ITS 2009 ANNUAL MEETING. WE ADVISE SHAREHOLDERS
TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT IS
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
SHAREHOLDERS MAY OBTAIN FREE COPIES OF THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS (WHEN IT IS AVAILABLE) AND OTHER DOCUMENTS WE
FILE WITH THE SEC AT THE SEC'S WEBSITE AT WWW.SEC.GOV. THEY MAY
ALSO ACCESS A COPY OF OUR DEFINITIVE PROXY STATEMENT/PROSPECTUS
WHEN IT IS AVAILABLE BY ACCESSING WWW.TECUMSEH.COM. IN ADDITION,
SHAREHOLDERS MAY OBTAIN A FREE COPY OF THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS WHEN IT IS AVAILABLE BY CONTACTING GEORGESON
INC. TOLL FREE AT (866) 203-1198 (BANKS AND BROKERS CALL (212)
440-9800). TECUMSEH PRODUCTS COMPANY, OUR DIRECTORS, DIRECTOR
NOMINEES AND SOME OF OUR EXECUTIVE OFFICERS WILL BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES IN RESPECT OF THE
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING. INFORMATION ABOUT
OUR DIRECTORS, DIRECTOR NOMINEES AND SOME OF OUR EXECUTIVE OFFICERS
WILL BE CONTAINED IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS.
INFORMATION ABOUT THE PARTICIPANTS' DIRECT OR INDIRECT INTERESTS IN
THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING WILL BE
CONTAINED IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REFERRED TO
ABOVE. DATASOURCE: Tecumseh Products Company CONTACT: Jeff Lambert
or Tim Sipols of Lambert, Edwards & Associates, +1-616-233-0500
Web Site: http://www.tecumseh.com/
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