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    Bradley L. Radoff Urges GSE Systems' Board Chair Kathryn O'Connor Gardner to Release 2025 Projections

    10/21/24 8:00:00 AM ET
    $GVP
    Computer Software: Prepackaged Software
    Technology
    Get the next $GVP alert in real time by email

    Questions the Board's Continued Refusal to Provide Customary Forward-Looking Business Projections to Enable Investors to Fairly Evaluate the Proposed Sale to Pelican Energy Partners

    Bradley L. Radoff, who collectively with his affiliates owns approximately 9.9% of the outstanding shares of GSE Systems, Inc. (NASDAQ:GVP) ("GSE" or the "Company"), today issued the below open letter to the Chair of the Company's Board of Directors (the "Board"), Kathryn O'Connor Gardner, to urge the Board to provide the market with customary disclosures regarding the Company's forward-looking projections.

    Mr. Radoff previously announced his opposition to the Company's proposed take-private merger with Pelican Energy Partners ("Pelican") and demanded normal course forward-looking projections be disclosed so shareholders can fairly evaluate the Pelican transaction.

    ***

    GSE Systems, Inc.

    6940 Columbia Gateway Drive, Suite 470

    Columbia, MD 21046

    Attention: Kathryn O'Connor Gardner, Chair of the Board of Directors

    October 21, 2024

    Dear Ms. Gardner,

    I am one of GSE's largest shareholders, with an approximately 9.9% stake in the Company, and am deeply concerned with the Board's recent decision to deprive shareholders of crucial information related to the Pelican transaction. It is clear that the actions of GSE's severely inexperienced Board appear to be driven by its advisors and proposed buyer, none of whom can be expected to act in shareholders' best interests. I believe it is incumbent upon you – in line with your fiduciary duties to shareholders – to release GSE's 2025 projections so investors can fairly assess the value of the Company against the deal price.

    If you, Institutional Shareholder Services and the majority of shareholders think the Pelican merger is truly a great deal and the best-case scenario for the Company, then why not provide the numbers to back up that assertion?

    The Company's latest Form 8-K filed on October 18, 2024 raises more questions regarding the Board's actions. In my view, it is a shame that the Board can meet multiple times and spend additional shareholder resources to reject new alternative proposals, yet still cannot provide customary forward-looking business projections that would enable investors to make the most informed decision possible. Has the Board even met to discuss sharing these projections with shareholders?

    I urge you to immediately provide this necessary information and transparency to shareholders so that we can independently make the most informed decision on the Pelican transaction.

    Sincerely,

    Bradley L. Radoff

    ***

    THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. MR. RADOFF IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. MR. RADOFF IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.

    View source version on businesswire.com: https://www.businesswire.com/news/home/20241021623109/en/

    Get the next $GVP alert in real time by email

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    Q&A

    New
    • Who is Bradley L. Radoff and what is his stake in GSE Systems, Inc.?

      Bradley Radoff is an investor with approximately 9.9% ownership of GSE Systems, Inc. He is urging the Board to disclose forward-looking business projections related to a proposed sale to Pelican Energy Partners.

    • What is Radoff's position regarding the proposed sale to Pelican Energy Partners?

      Radoff opposes the proposed merger with Pelican Energy Partners and feels that the Board is not acting in the best interests of shareholders by not providing necessary forward-looking projections.

    • What concerns does Radoff raise regarding the actions of GSE's Board?

      Radoff believes the Board, influenced by advisors and the proposed buyer, is neglecting its fiduciary duties to shareholders by withholding crucial financial information.

    • What argument does Radoff present to challenge the Board's refusal to disclose projections?

      He questions why, if the merger is indeed beneficial for shareholders, the Board would not provide the necessary financial data to support that claim.

    • What does Radoff urge the Board to do regarding the financial projections?

      He demands transparency from the Board so shareholders can make informed decisions about the Pelican transaction, emphasizing the importance of available financial projections.

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