SEWELL, N.J.–(BUSINESS WIRE)– Transtech Industries, Inc. (OTC: TRTI.PK – News) today reminded its stockholders to immediately vote their WHITE proxy card by telephone or mail for the re-election of Transtech’s highly qualified and very experienced Board of Director nominees, Robert V. Silva and Andrew J. Mayer, Jr., in order to ensure their votes are received in time for the Company’s annual meeting of stockholders to be held on Thursday, July 19, 2012, at 10:00a.m., local time, at the offices of Blank Rome LLP, One Logan Square, Philadelphia, PA 19103.
Transtech also confirmed that it has received a purported notice of nomination from a stockholder, John E. Mander, seeking to nominate two individuals, each of whom has longstanding and close ties to the family of the late Marvin H. Mahan, to the Company’s Board of Directors. The Company is currently contesting the validity of this purported notice of nomination in Delaware Chancery Court on the basis that such purported notice of nomination does not comply with the Company’s By-laws. Transtech urges its stockholders to reject this attempt by Mr. Mander and others acting in concert with the family of the late Mr. Mahan to usurp control of the Company and to disregard any proxy card or voting instruction card that they may receive from anyone other than Transtech.
In urging Transtech stockholders to stop the dissident group in their tracks and cast their votes for Transtech’s director nominees, Transtech asked its stockholders to consider:
- Mr. Mander has testified that his efforts are being underwritten by the Mahan family and otherwise supported by Herbert G. Case Jr., a former close associate of the late Mr. Mahan. Last summer, the late Mr. Mahan engaged Mr. Case to assist him in his efforts to usurp control of the Company, promising him a controlling equity interest in the Company, if his efforts were successful.
- Stockholders should be aware that Mr. Case has a criminal record, having been convicted on federal charges, resulting from his role in the operations of Scientific Chemical Processing, Inc. (“SCP”). SCP operated a site in Carlstadt, New Jersey that was named a “Superfund” site by the United States Environmental Protection Agency. In 1983, Mr. Case was convicted of conspiracy and mail fraud in a plot to dump millions of gallons of chemical waste in a Freehold, New Jersey landfill and the Newark, New Jersey sewer system. The Company believes that the late Mr. Mahan controlled the entity which leased the site to SCP.
- The Company’s Board of Directors believes that if Mr. Mander and his dissident group were to be successful in usurping control of Transtech, the Company’s future could be placed in jeopardy. The Company’s involvement with Mr. Case, who would then be one of Transtech’s largest stockholders, could cause the New Jersey Department of Environmental Protection to reconsider certain permits previously granted to Transtech. Mr. Mander has not provided any assurance that his dissident group’s involvement with Mr. Case will not jeopardize the permits, the Company’s ability to procure future permits, or the Company’s constructive relationships with its regulators, including, but not limited to, the United States Environmental Protection Agency and the New Jersey Department of Environmental Protection.
- The Company’s current management has labored hard to put behind it many of the regulatory and legal issues and significant liabilities that arose during the time that the late Mr. Mahan led and/or controlled the Company. Given the significant progress that the Company’s current management has made in addressing these past issues and in rebuilding a constructive relationship with its regulators, and in order to preserve such settlements and avoid the potential for future conflicts with the its regulators, the Company does not believe that it is in the best interests of the Company or its stockholders to return control of the Company to affiliates and/or associates of the late Mr. Mahan.
- The dissident group has not disclosed to the Company or to the Company’s stockholders what their true plans and intentions for Transtech are, should they be successful in usurping control of the Company and it is not clear how they would be positioned to assume control of Transtech in the absence of current management.
Transtech strongly recommends that all stockholders vote for their Board’s highly qualified nominees on the WHITE proxy card TODAY—by telephone or by signing, dating and returning the WHITE proxy card. Stockholders that need assistance in voting their shares or have any questions are urged to call Andrew J. Mayer, Jr., at (856) 481-4214 ext. 103.
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