FENTON, Mich., Sept. 26, 2017 /PRNewswire/ --
We write to you about matters related to Productivity Technologies Corp. (PTC) and to enlist your support.
Consistent with history, we believe PTC's sole tangible asset today is its ownership of the Membership Interests of Atlas Technologies LLC, a Delaware limited liability company.
Some of you are long time shareholders. You may recognize me as a long serving director of PTC. I also serve as PTC's Treasurer, Secretary, Vice President and CFO. I also served Atlas for many years as a director and officer.
I co-founded PTC and was the PTC officer in 1995 who first learned about Fenton, Michigan based Atlas. My history with PTC goes back to inception and the origination of the Atlas purchase for PTC. My father and I are collectively large shareholders. We have owned shares since PTC went public in 1994. We also purchased a considerable number of PTC shares since then on the open market.
Regrettably, today I write as a dissident director and large shareholder who believes PTC is not acting in the best interests of shareholders. We are in litigation with PTC and Atlas and also in an unfortunate family dispute with my uncle, Samuel N. Seidman, who is PTC Chairman. We believe these disputes are hurting the value of your shares and ours. Information on the litigation is available at:
US Federal Court, Eastern Michigan District:
Cases 2:16-cv-13085 and 2:16-cv-13088
The above requires an account with Pacer, the Court's document system. Shareholders also may contact our attorney's office (RJ Landau Partners) for the public litigation documents at the following phone number or email: 734-865-1585 or firstname.lastname@example.org
In addition to these disputes, we believe the value of PTC has been seriously degraded by PTC's controlling directors. Through this letter, we make a plain request. In the next few months we will seek your support of our efforts to see PTC and Atlas change course.
The future support we seek may include asking for your written proxy. We may also consider making a tender offer to shareholders. However, we currently do not have enough information to make a well-considered tender offer. We have requested PTC's financial statements. Shareholders who own at least 1% of PTC can request information about PTC and Atlas and review these financial statements. There is a form you are required to fill out. Our attorney's office (see contact information above) can assist you.
If we are able to carry out our business plan for the Company, we believe the amount you could receive per share may meaningfully exceed the current PTC price per share. In contrast, we believe PTC's current business path has little hope to provide long term dividends and a reasonable return on shareholder equity.
We believe the first step toward obtaining a return of funds to shareholders is to hire a competent and reputable third party investment banker to assess and value PTC and Atlas as ongoing concerns. Also, we think the investment banker should consider the following steps to optimize the value for your and our shares:
- Sell the entirety of Atlas (as PTC's sole tangible asset) in one transaction to a strategic buyer.
- Merge PTC's net operating loss (NOL) carryforward with an investor able to utilize the NOL.
- Sell all other intangible assets to a strategic buyer, including customer lists, Atlas' installed base, and machinery designs. This could include changing the direction of Atlas by de-emphasizing low margin and episodic sales and turning instead to higher margin products. For reasons we can discuss, we believe we can introduce such higher margin products to Atlas.
- Separately assess the spare parts department. On a dollar for dollar basis, spare parts are usually more profitable compared to custom equipment sales.
- Sell the factory, including all cranes and production equipment, on an arm's length basis to a real estate investor or third-party buyer which could be the same or different than buyers for the above options.
The key point is to see PTC and Atlas promptly begin an orderly process to consider all reasonable ways to return funds and increase value for PTC shareholders, whether as a going concern or as the sum of its parts. We seek your involvement to help us change PTC's and Atlas' course and provide a return for shareholders.
If it is ultimately decided that PTC does not sell Atlas in the entirety, then in addition to a one time substantial dividend at the completion of one or more options above, PTC should begin paying quarterly dividends to shareholders. PTC's board has never provided a dividend. We believe the time to do so is long overdue.
We look forward to discussing these matters with shareholders.
Note: The above may include predictions or other information that might be considered forward-looking. While these statements represent our current judgments on what the future may hold, these are subject to risks and uncertainties and actual future results could differ materially. You are cautioned to not unduly rely on forward-looking statements, which reflect our opinions only as of today's date. While we will make reasonable efforts to do so, please keep in mind we are not obligating ourselves to revise or publicly release revisions to these forward-looking statements due to new information or future events.