This move follows a recent request by a group of shareholders named Quinpario Partners LLC (an investment company founded by former senior executives of Solutia Inc and owner of around 10% of Zoltek shares) for a special shareholders meeting in order to remove the current members of the Zoltek Board of Directors and elect new directors nominated by Quinpario.
Quinpario also delivered a letter to Zoltek's Chairman and CEO, Zsolt Rumy, outlining the group's concerns about Zoltek's "severe underperformance."
In November 2012, Quinpario had proposed the acquisition of all of the outstanding shares of Zoltek, or an equity investment.
Zoltek turned down the request for a special shareholders meeting. (See Zoltek turns down request for shareholders meeting.)
In response to this refusal Quinpario issued a statement in which it said: "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."
Announcing the appointment of J.P. Morgan as financial advisor Zoltek stated that: "There is no assurance that this review will result in the company pursuing any transaction or that a transaction, if pursued, will be completed. The company does not intend to announce further developments regarding the process until its Board of Directors either completes its review or enters into a definitive agreement for a possible transaction."
