Agrees to Nominate Bandera Partners’ Greg Bylinsky to the Board
LA JOLLA, Calif., Jan. 30, 2017 (GLOBE NEWSWIRE) -- PICO Holdings, Inc. (NASDAQ:PICO) announced today that Mr. Michael Machado has informed the Company that he does not wish to stand for reelection as a director at the Company’s 2017 Annual Meeting of Shareholders (the “Annual Meeting”). As part of the plan to maintain a Board of five directors following the Annual Meeting, and as a result of an agreement (the “Agreement”) entered into between the Company and Bandera Partners, LLC (“Bandera”), the Company has nominated Mr. Gregory Bylinsky, a Managing Director and Portfolio Manager at Bandera, to stand for election as a Director at the Annual Meeting. Additionally, as a result of the Agreement, Mr. Bylinsky will become a board observer through the Annual Meeting, effective immediately. The Agreement contains certain terms which are customary for agreements of this type. Bandera is the beneficial owner of approximately 4.2% of PICO’s outstanding common shares.
PICO’s Chairman and Chief Executive Officer, Mr. Max Webb commented, “on behalf of the Board, I wish to extend our sincere thanks and gratitude to Mike for his service to the Company especially through the recent management transition and governance enhancements. Mike has been a steady influence and valued resource throughout this process and his presence will be missed. So too, we will miss Mike’s extensive knowledge regarding water related matters in the Southwest.” Mr. Webb continued, “I am exceedingly grateful to have had the benefit of Mike’s insights and perspective as it relates to our assets. I also look forward to Greg joining the Board as we continue to seek to maximize shareholder value.”
PICO’s Lead Independent Director, Mr. Daniel Silvers commented, “we are pleased to welcome Greg to the Board. As we have gotten to know him and his firm, it has become clear that he is intently focused on maximizing long-term value for all shareholders. Bandera is a significant shareholder of the Company, and we welcome Greg’s input into key decisions regarding the monetization of assets and the return of capital to shareholders.” Mr. Silvers continued, “I echo Max in thanking Mike for his service to PICO and wish him well in his future endeavors.”
Mr. Bylinsky commented, “Bandera greatly appreciates the progress this Board has made in implementing a number of recent shareholder-friendly initiatives, as well as executing on the stated business plan.” Mr. Bylinsky continued, “I am excited to join the Board, and, as a significant shareholder, Bandera’s goal remains to lend our thoughts and expertise to the Company in a collaborative and constructive manner in considering the strategic direction of the Company and maximizing the inherent value of the Company’s assets.”
About PICO Holdings, Inc.
PICO Holdings is a diversified holding company. Currently, we believe the highest potential return to shareholders is from a return of capital to shareholders. As we monetize assets, rather than reinvest the proceeds, we intend to return the capital derived therefrom, less any working capital requirements, back to shareholders through a stock repurchase program or by other means such as special dividends taking into effect liquidity requirements, debt covenants and any other contractual and legal restrictions that may exist at the time.
As of September 30, 2016, our two major investments were:
- Vidler Water Company, Inc., a water resource development business; and
- a 56.9% interest in UCP, Inc. (NYSE: UCP), a publicly-traded homebuilder and land developer in markets located in California, Washington State, North Carolina, South Carolina and Tennessee.
At September 30, 2016, PICO Holdings, Inc. had a market capitalization of $272 million, and 23,069,381 shares outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this press release that are not historical, including statements regarding our business objectives, and our ability to monetize assets and return capital to shareholders through stock repurchases or through other means, are forward-looking statements based on current expectations and assumptions that are subject to risks and uncertainties.
In addition, a number of other factors may cause results to differ materially from our expectations, such as: any slow down or downturn in the housing recovery or in the real estate markets in which UCP and Vidler operate; fluctuations in the prices of water and water rights; physical, governmental and legal restrictions on water and water rights; a downturn in some sectors of the stock market; general economic conditions; prolonged weakness in the overall U.S. and global economies; the performance of the businesses; the continued service and availability of key management personnel; and potential capital requirements and financing alternatives.
For further information regarding risks and uncertainties associated with our business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, copies of which may be obtained by contacting us at (858) 456-6022 or at http://investors.picoholdings.com.
We undertake no obligation to (and we expressly disclaim any obligation to) update our forward-looking statements, whether as a result of new information, subsequent events, or otherwise, in order to reflect any event or circumstance which may arise after the date of this press release, except as may otherwise be required by law. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
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Chairman and Chief Executive Officer
PICO Holdings, Inc.
PICO Holdings, Inc.