Starboard Value and Opportunity Master Fund Seeks to Maximize Shareholder Value at SCS Transportation
January 12 2006 - 9:38AM
PR Newswire (US)
- Proposes Immediate Sale of Underperforming Jevic Subsidiary - NEW
YORK, Jan. 12 /PRNewswire/ -- Starboard Value and Opportunity
Master Fund Ltd. ("Starboard") and its affiliates, collectively a
5.7% owner, and one of the largest shareholders of SCS
Transportation, Inc., (NASDAQ:SCST), announced today that it has
sent a letter to Herbert A. Truckess III, the Company's Chairman
and Chief Executive Officer, expressing its belief that SCST shares
are significantly undervalued and that a sale of its Jevic
subsidiary is the first step to maximize shareholder value. The
letter highlights the following key points: * SCST is significantly
undervalued and the Board of Directors of SCST has not taken the
appropriate steps to correct this situation. * The Company's Jevic
subsidiary is non-core to SCST and the Company should immediately
pursue a competitive sale process for Jevic to help maximize
shareholder value. * Starboard expects that Jevic would receive
interest from financial buyers in a competitive sale process. * A
tremendous opportunity exists to build the Saia subsidiary into a
best-in-class less-than-truckload ("LTL") carrier which deserves
the full attention of management and the Board of Directors. In
order to ensure that the Company takes the appropriate steps to
maximize shareholder value, Starboard intends to solicit votes for
a competing slate of Directors at the Company's 2006 Annual
Meeting. The two candidates, Jeffrey C. Ward, a well regarded
transportation expert, and Jeffrey C. Smith, Managing Director of
Ramius Capital Group, LLC, an affiliate of Starboard, are committed
to working with SCST management and the Board of Directors to
maximize value for all shareholders. The letter from Starboard to
SCS Transportation, Inc. is available as an exhibit to the Schedule
13-D which was filed today. Description of Starboard Value and
Opportunity Master Fund Ltd. Starboard Value and Opportunity Master
Fund invests primarily in the securities of U.S. public companies
that are believed to be undervalued. Starboard Value and
Opportunity Master Fund Ltd. is an affiliate of Ramius Capital
Group, LLC. Description of Ramius Capital Group, LLC Ramius Capital
Group is a registered investment advisor that manages assets of
$7.3 billion in a variety of alternative investment strategies.
Ramius Capital Group is headquartered in New York with offices
located in London, Tokyo, Hong Kong, Munich, and Vienna. CERTAIN
INFORMATION CONCERNING PARTICIPANTS Starboard Value and Opportunity
Master Fund Ltd. ("Starboard"), together with the other
participants named herein, intends to make a preliminary filing
with the Securities and Exchange Commission ("SEC") of a proxy
statement and an accompanying proxy card to be used to solicit
votes for the election of its nominees at the 2006 annual meeting
of stockholders of SCS Transportation, Inc., a Delaware corporation
(the "Company"). STARBOARD ADVISES ALL STOCKHOLDERS OF THE COMPANY
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEB SITE AT http://www.sec.gov/. IN ADDITION, THE PARTICIPANTS IN
THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED
TO THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT
ITS TOLL- FREE NUMBER: (800) 322-2885 OR BY E-MAIL AT: . The
participants in the proxy solicitation are Starboard Value and
Opportunity Master Fund Ltd., Parche, LLC, RCG Ambrose Master Fund,
Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund Ltd., Admiral
Advisors, LLC, Ramius Advisors, LLC, Ramius Capital Group, LLC, C4S
& Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W.
Strauss, Jeffrey M. Solomon, Jeffrey C. Smith and Jeffrey C. Ward
(together, the "Participants"). Information regarding the
Participants and their direct or indirect interests will be
available in their Schedule 13D that will be jointly filed with the
SEC on January 12, 2006. Media Contact: Investor Contact: Micheline
Tang Charlie Koons Robert Siegfried Mark Harnett Kekst and Company
MacKenzie Partners (212) 521-4800 (212) 929-5500 DATASOURCE:
Starboard Value and Opportunity Master Fund Ltd. CONTACT: Media:
Micheline Tang or Robert Siegfried of Kekst and Company,
+1-212-521-4800, or Investors: Charlie Koons or Mark Harnett of
MacKenzie Partners, +1-212-929-5500, all for Starboard Value and
Opportunity Master Fund Ltd.
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