Eileen Drake (the CEO of Aerojet Rocketdyne (NYSE: AJRD)) and Gen. Kevin Chilton (Ret.), Thomas Corcoran and Gen. Lance Lord (Ret.) (three of its Independent Directors) today issued the following statement:

“On April 5, 2022, Mr. Lichtenstein delivered notice to the Company of his filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 disclosing a present good faith intention to acquire between $202 million and $1.0098 billion in Company voting securities. The purchase of shares would have resulted in Mr. Lichtenstein owning over 30% of the outstanding shares and being able to effect negative control over the outcome of the next director elections.

“It was necessary for the Committee to bring litigation in Delaware and have a hearing before the Court for Mr. Lichtenstein and Steel Partners to finally commit not to acquire any stock before the record date. It is unfortunate that Mr. Lichtenstein continues to play games seeking to engage in delay tactics, abusing his position as chairman, while advancing his efforts to take-over Aerojet and thereby deprive stockholders of the ability to elect a new Board of Directors.”

It’s also telling of Mr. Lichtenstein’s character that at a Court hearing held this past Tuesday in Delaware his legal counsel argued strenuously that the internal investigation should not have been disclosed by the Committee, and yet in less than 24 hours, Mr. Lichtenstein issued a press release demanding that the investigation be disclosed.  He seems to flip-flop on virtually every issue to suit his shifting personal whims on a daily basis intended in our view to advance his singular goal of obtaining control of the Company.  

Shareholders with questions can contact our solicitor: D.F. King & Co., (212) 269-5550 (collect) or via e-mail at AJRD@dfking.com.

Important Information

This communication is being sent in our individual capacity, and not on or behalf of Aerojet Rocketdyne Holdings, Inc (the “Company”). No Company resources were used in connection with these materials. On June 3, 2022, Eileen P. Drake, General Kevin Chilton, USAF (Ret.), General Lance Lord, USAF (Ret.) and Thomas Corcoran (the “Incumbent Directors”) filed a definitive solicitation statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of agent designations to call a special meeting of stockholders of the Company (the “Solicitation Statement”). 

STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE SOLICITATION STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders may obtain a free copy of the Solicitation Statement, any amendments or supplements to the Solicitation Statement and other documents that the Incumbent Directors file with the SEC from the SEC’s website at www.sec.gov. The Incumbent Directors, together with Gail Baker, Marion Blakey, Charles Bolden and Deborah Lee James, may be deemed participants in the solicitation of agent designations from stockholders. Information about the participants is set forth in the Solicitation Statement, which is available for free at the SEC’s website at www.sec.gov.

Contact:

D.F. King & Co., Inc.

Edward T. McCarthy / Tom Germinario

AJRD@dfking.com