Signature Group Holdings, Inc. (OTCQX:SGRH) (“Signature” or the
“Company”) today announced that the Company’s Board of Directors has
increased the size of the Board from five to seven directors, nominating
Mr. Patrick Deconinck, a former 3M Company (“3M”) executive, and Mr.
William Hall, an exceptional operational manager with extensive
financial and industrial experience, for election by the stockholders at
its annual meeting as its new directors.
Craig T. Bouchard, Chairman and CEO of Signature, stated, “Given our
recent acquisition of Real Alloy, we felt it important to increase the
capabilities of our Board due to the recent growth and added complexity
of our business. We are very pleased to nominate two well-qualified
individuals as directors. Patrick comes to Signature after serving 35
years at 3M, where he held executive leadership positions in both the
U.S. and Europe. We believe that the Board will benefit from Patrick’s
global experience and his knowledge of strategic direction combined with
operational excellence. Bill also possesses extensive operational and
financial expertise, as well as a broad background in industrials.
Having served as an executive manager and board member for a number of
public and private companies, we believe Bill will offer valuable
insight on manufacturing process and merger and acquisition activity.”
Mr. Deconinck most recently served as Senior Vice President-West Europe
for 3M from 2011 to 2015 and held overall responsibility for 3M’s West
Europe business, which accounted for approximately 20% of 3M’s total
revenues. During this period, Mr. Deconinck oversaw approximately 16,000
employees in 16 countries and also orchestrated the restructuring of
3M’s European supply chain organization. From 2005 to 2011, Mr.
Deconinck was Vice President and General Manager of 3M’s Industrial
Adhesives & Tapes Division where he provided global leadership for 3M’s
largest operating unit. He retired in March 2015 after providing more
than 35 years of service to 3M.
Mr. Deconinck holds an Acceptance degree in Applied Sciences from
Catholic University of Leuven (Belgium) and is fluent in English,
Flemish, French and German.
Mr. Hall has served as the General Partner of Procyon Advisors LLP, a
Chicago-based private equity firm providing consulting and growth
capital for healthcare services companies, since 2006 following the sale
of Procyon Technologies, Inc. (“Procyon Technologies”). Mr. Hall has
over 30 years of senior operating executive experience at various
companies, including Procyon Technologies (aerospace actuation
components), Eagle Industries (capital goods) (LON: ATK), Fruit of the
Loom (consumer goods) (NYSE: FOL), Cummins Inc. (industrial power
equipment) (NYSE:CMI), and Falcon Building Products, Inc. (specialty
building products) (NYSE: FBP) where Mr. Hall, as Chief Executive
officer, completed an initial public offering and later completed a
leveraged buyout to take the company private.
Since 2004, Mr. Hall has been a member of the board of directors of
Stericycle, Inc. (NASDAQ: SRCL), a compliance company specializing in
collecting and disposing regulated substances, and currently serves as
the Chairman of the Compensation Committee. Since 2002, Mr. Hall has
also been a member of the board of directors of industrial supply
company W. W. Grainger, Inc. (NYSE: GWW) and currently serves on both
the Audit Committee as a financial expert, and the Governance Committee.
From 2001 to 2014, Mr. Hall served as a member of the board of directors
of Actuant Corporation (NYSE: ATU) and served on both the Audit and
Governance Committees. From 1984 to 2011, Mr. Hall also served as a
member of the board of directors of A. M. Castle (NYSE: CAS).
Mr. Hall currently volunteers as an Adjunct Professor at the University
of Michigan. Mr. Hall holds degrees in aeronautical engineering
(B.S.E.), mathematical statistics (M.S.) and business administration
(M.B.A. and Ph.D.), all from the University of Michigan.
Real Industry, Inc. Corporate Name Change
Signature also announced plans to change its corporate name to Real
Industry, Inc., to better reflect the Company’s strategy of engaging in
strategic business acquisitions focused on sectors that include
transportation, food, water and energy. The corporate name change is
subject to stockholder approval.
Mr. Bouchard continued, “Following the Real Alloy acquisition, we felt
that the name Signature Group Holdings, Inc., was no longer an accurate
representation of our Company’s current operations and acquisition
strategy. We believe the new name Real Industry, Inc., encapsulates our
current approach to making strategic investments, without limiting the
image of the Company to the public, as new opportunities emerge.”
Details Surrounding Signature’s Annual Meeting of Stockholders
Signature’s Board of Directors has scheduled the Company’s Annual
Meeting of Stockholders (“Annual Meeting”) for 9:30 a.m. ET on Thursday,
May 28, 2015. The Annual Meeting will be held at the offices of Real
Alloy, located at 25825 Science Park Drive, Beachwood, Ohio 44122. The
record date for determining stockholders entitled to notice of, and to
vote at, the Annual Meeting will be the close of business on April 20,
2015.
About Signature Group Holdings, Inc.
Signature is a North America-based holding company seeking to invest its
capital in large, well-managed and consistently profitable businesses
concentrated primarily in the United States industrial and commercial
marketplace. Signature has significant capital resources, and federal
net operating loss tax carryforwards of more than $900 million. For more
information about Signature, visit its corporate website at www.signaturegroupholdings.com.
Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking statements, which are based on our
current expectations, estimates, and projections about Signature’s and
its subsidiaries’ businesses and prospects, as well as management’s
beliefs, and certain assumptions made by management. Words such as
“anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “may,” “should,” “will” and variations of these words are
intended to identify forward-looking statements. Such statements speak
only as of the date hereof and are subject to change. Signature
undertakes no obligation to revise or update publicly any
forward-looking statements for any reason. These statements include, but
are not limited to, statements about additions to Signature’s Board of
Directors, Signature’s and its subsidiaries’ rebranding efforts,
expansion and business strategies; anticipated growth opportunities; as
well as future performance, growth, operating results, financial
condition and prospects. Such statements are not guarantees of future
performance and are subject to certain risks, uncertainties, and
assumptions that are difficult to predict. Accordingly, actual results
could differ materially and adversely from those expressed in any
forward-looking statements as a result of various factors. Important
factors that may cause such a difference include, but are not limited to
Signature’s ability to successfully identify, consummate and integrate
acquisitions and/or other businesses; Signature’s ability to
successfully rebrand itself with a new name; changes in business or
other market conditions; the difficulty of keeping expense growth at
modest levels while increasing revenues; Signature’s ability to
successfully defend against current and new litigation matters: as well
as demands by investment banks for defense, indemnity, and contribution
claims; Signature’s ability to access and realize value from its federal
net operating loss tax carryforwards; and other risks detailed from time
to time in Signature’s Securities and Exchange Commission filings,
including but not limited to the most recently filed Annual Report on
Form 10-K and subsequent reports filed on Forms 10-Q and 8-K.
Rule 14a-12 Legend
On April 10, 2015, Signature filed a preliminary proxy statement in
connection with its 2015 annual meeting of stockholders. Prior to the
annual meeting, Signature will furnish a definitive proxy statement to
its stockholders, together with a proxy card. Signature stockholders are
strongly advised to read Signature’s proxy statement as it contains
important information. Stockholders may obtain Signature’s preliminary
proxy statement, any amendments or supplements to the proxy statement
and other documents filed by Signature with the Securities and Exchange
Commission for free at the Internet website maintained by the Securities
and Exchange Commission at www.sec.gov.
Copies of the definitive proxy statement and any amendments and
supplements to the definitive proxy statement will also be available for
free at Signature’s Internet website at www.signaturegroupholdings.com
or by writing to Signature Group Holdings, Inc., 15301 Ventura Boulevard
Suite 400, Sherman Oaks, California 91403. In addition, copies of
Signature’s proxy materials may be requested by contacting our proxy
solicitor, Morrow & Co., LLC at 800-662-5200 toll-free. Detailed
information regarding the names, affiliations and interests of
individuals who are participants in the solicitation of proxies of
Signature’s stockholders is available in Signature’s preliminary proxy
statement filed with the Securities and Exchange Commission on April 10,
2015.
Copyright Business Wire 2015