NORWALK, Conn., March 22 /PRNewswire/ -- Pirate Capital LLC today announced that Institutional Shareholder Services (ISS), the nation's leading independent proxy advisory firm, issued an analysis for the GenCorp Inc. proxy contest. ISS recommends that shareholders vote on the Pirate Capital GREEN proxy card for Robert C. Woods and for the shareholder proposal to declassify the board. ISS recommends that shareholders NOT vote on GenCorp's white proxy card.
ISS also commented on GenCorp's corporate governance, concluding that "the company has not taken all necessary steps to ensure shareholder democracy." With respect to Pirate Capital's proposal to declassify the board of directors, ISS stated that "[t]he ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests."
"We are pleased that ISS has recommended shareholders vote on the green proxy card, and we urge shareholders to support all of our nominees as well as the proposal to declassify the board," said Pirate Capital Portfolio Manager Carlton B. Klein.
"I urge all shareholders to follow ISS' INDEPENDENT recommendation to VOTE THE GREEN PROXY CARD. I also urge all shareholders to VOTE FOR TODD R. SNYDER, ROBERT C. WOODS and DAVID A. LORBER," said Pirate Capital founder Thomas R. Hudson Jr.
Pirate Capital beneficially owns 4,674,200 shares of GenCorp (8.4% of the outstanding shares) and is GenCorp's second largest shareholder.
Shareholders that need assistance in voting their shares or have any questions are invited to call D.F. King & Co., Inc. toll-free at (888) 887-0082.
This solicitation is being made by Pirate Capital LLC, Jolly Roger Fund LP, Jolly Roger Offshore Fund LTD, Jolly Roger Activist Portfolio Company LTD, Mint Master Fund LTD and Thomas R. Hudson Jr., together with their nominees David A. Lorber, Todd R. Snyder and Robert C. Woods (the "Pirate Capital Group"). Information regarding the Pirate Capital Group as participants in the solicitation is contained in the definitive proxy statement of the Pirate Capital Group on file with the SEC. The proxy statement may be obtained without charge from the SEC's website at http://www.sec.gov/ and has been distributed to shareholders on or about March 16, 2006. We urge you to read the proxy statement in full because it contains important information about this solicitation by the Pirate Capital Group. Requests for copies should be directed to Pirate Capital Group's proxy solicitor, D.F. King & Co., Inc. at (888) 887-0082. This communication is being released on or about March 22, 2006.
