Quinpario Partners Demands Zoltek Immediately Call Special Meeting of Shareholders
Calls Zoltek's Reasons for Refusal Frivolous and Without Merit
Believes Zoltek's Board Seeks to Avoid Accountability to Shareholders
NEW YORK, March 15, 2013 /PRNewswire/ -- Quinpario Partners LLC issued a statement today in response to a letter it has received from outside counsel to Zoltek Companies, Inc. ("Zoltek" or the "Company") (Nasdaq: ZOLT) indicating that Zoltek does not intend to comply with Quinpario's March 4th written request that the Company call a special meeting of shareholders for purposes of removing the entire current Board and electing five highly qualified Quinpario nominees to fill the vacancies (the "Special Meeting"). Quinpario noted the deficiencies alleged in the letter are unsound and defy logic. Nevertheless, today Quinpario has submitted to the Company a supplemental request in response to the Company's frivolous allegations regarding the deficiencies and is urging the Board to immediately take the steps required to call and hold the Special Meeting.
"We were surprised to learn on March 5th that the Company had rejected our lawful Special Meeting request without first having completed a full review of the written request and without providing us with any specific reasons whatsoever for the Company's rejection. We were informed that a more detailed letter would be forthcoming regarding the reasons for rejecting our request. After a week without any further correspondence from the Company or its outside counsel, on March 12th we submitted a series of letters from Cede & Co., as the record holder of the shares and on behalf of each member of the Quinpario Group, to the Company, together with a supplemental Special Meeting request, confirming the members of the Quinpario Group are the holders of not less than 10 percent of all the outstanding shares of the Company entitled to vote at the Special Meeting.
Finally, on March 13th our legal counsel received a letter from Company counsel alleging a series of meritless deficiencies with our request as the basis for the Company's refusal to call or hold the Special Meeting. Our legal counsel has separately responded to Company counsel in further detail regarding these alleged deficiencies and has advised us that these purported deficiencies are entirely unfounded and without merit. Unfortunately, it appears the Company is trying to hide behind frivolous allegations in order to impede and delay the lawful exercise of our rights to call the Special Meeting.
We have gone above and beyond what is required to call a Special Meeting under Zoltek's Bylaws and Missouri law, and it is time for Zoltek to take the steps required to immediately comply with our lawful request. Based on the frivolous nature of the alleged deficiencies provided by Company counsel, we think it is clear the Board is intentionally delaying the Special Meeting. We are growing increasingly concerned that the current Board's interests are not aligned with those of its shareholders and its recent actions demonstrate the Board is seeking to avoid accountability at the hands of its shareholders. We have responded in good faith to the Company's alleged deficiencies in our Special Meeting request. Should the Board continue to impede and delay the lawful exercise of our rights as shareholders to call the Special Meeting, we will take whatever action we deem is necessary to protect the best interests of shareholders, including seeking to compel the Special Meeting under applicable law.
It is our expectation that the Board will promptly comply with our Special Meeting request and ultimately do the right thing for Zoltek and its shareholders."
Melissa H. Zona
SOURCE Quinpario Partners LLC