PCTI activist investor... from the 13g filing a few days ago....activist investor....
“The long-tenured Board members of the Issuer have been ineffective at creating shareholder value. For background, the following is a list of all current Board members of the Issuer and the recently retired Board member, along with the time periods each has served on the Board:
M. Jay Sinder (2014-Present)
Steven Levy (2006-Present)
Cindy Andreotti (2013-Present)
Gina Haspilaire (2015-Present)
Cynthia Keith (2018-Present)
David Neumann (2017-Present) *Appointed CEO of Issuer in 2017.
Giacomo Marini (1996-2023) *Issuer went public on 10/19/1999 at $17/share and Mr. Marini was on the Board for its entire public company history until his retirement in June 2023.
Anthony Rossabi (2023-Present) *Elected in 2023 after nomination by the then current Board members to replace Mr. Marini.
REMARKABLY, DESPITE THIS LENGTHY AVERAGE TIME SERVED ON THE BOARD, THE CLOSING STOCK PRICE OF THE ISSUER ON 8/25/2023 OF $4.05 IS LOWER, SIGNIFICANTLY SO IN MOST CASES, THAN WHEN EVERY SINGLE BOARD MEMBER LISTED ABOVE JOINED THE BOARD.
Despite the Board’s failure at creating shareholder value, the Board rejected both of the Reporting Persons’ recommendations for Board seats since Reporting Persons’ original Schedule 13D filing. The two rejected candidates are far more accomplished Board candidates for a company in the wireless telecom and/or antenna markets than all the other current Board members in Reporting Persons’ view.
Further, the ongoing lack of scale in both the Antenna/IoT and the Test and Measurement businesses of the Issuer, combined with its highly inefficient public-company structure, leaves shareholders at serious risk of further value degradation.
The Issuer had approximately $33.6 million in cash as reported on its quarterly report on Form 10-Q filed with the SEC for the period ending 6/30/2023 and approximately $6-7 million in real estate owned estimated by the Reporting Persons. The Reporting Persons estimate the value of the Antenna/IoT business at approximately $100 million to a strategic acquirer based on recent comparable transactions. The Reporting Persons estimate the value of the Test and Measurement business at approximately $65 million to either a financial or strategic acquirer based on the EBITDA of that business. For these reasons the Reporting Persons estimate that the Issuer’s shareholders could receive approximately $10 per share in a complete sale of the company.
Thus, the Reporting Persons requests that the Issuer’s Board immediately conduct an expedited formal review of strategic alternatives with respect to the Issuer and provide the shareholders with an update regarding the results of such review. While the Reporting Persons believes shareholders might receive slightly greater value in selling each of the Issuer’s businesses separately, Reporting Persons asks the Issuer to sell the entire company in one transaction to expedite the return of shareholders’ capital.”
