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Frequency Electronics says hedge fund seeks hostile takeover

Frequency Electronics headquarters at 55 Charles Lindbergh Blvd.

Frequency Electronics headquarters at 55 Charles Lindbergh Blvd. in Uniondale is seen on Wednesday, July 27, 2016. Credit: Howard Schnapp

An activist hedge fund has nominated a slate of four directors at Uniondale-based Frequency Electronics Inc., a move that the company characterized as a hostile takeover attempt.

In a news release Monday, the maker of timing devices used for satellites, missiles and wireless communication networks said that the four-person slate advanced by Atlanta-based Privet Fund Management LP was “an effort to acquire control of the company without paying a premium to the company’s stockholders.”

The company said it would consider director candidates but warned that the Privet-backed slate is not “in the best interests” of shareholders.

On Monday, Frequency Electronics also announced that Joseph P. Franklin, an 82-year-old retired Army major general, had stepped down as chairman, and will continue as a director.

In a telephone interview Wednesday, chief executive Martin Bloch, 80, said that Franklin made the change for “personal reasons” unrelated to the campaign by the hedge fund. Board member Joel Girsky, 77, was elected by the board to succeed Franklin as chairman.

Bloch said he was constrained from talking about the board battle on the advice of legal counsel.

Ryan Levenson, Privet principal, portfolio manager and one of four Privet nominees to be a Frequency director, said in an interview and in an email response to questions Wednesday that the fund has owned shares in the Long Island company for almost four years. The fund, which has assets of more than $100 million, is Frequency’s largest shareholder, owning about 12 percent of the stock, he said.

“The current board has not overseen any tangible value creation in its lengthy and unchecked tenure,” Levenson said. “It is unfortunate that they have not even taken the time to meet with our incredibly qualified nominees or discuss potential compromise with us.”

The board is made up of five directors. The company has about 430 employees worldwide, according to its annual report.

Mitchell Goldberg, president of ClientFirst Strategy Inc., a Melville investment advisory firm, theorized that Privet’s strategy for unlocking value could be to break up the company’s assets or sell it entirely.

Shares of Frequency Electronics fell 1.8 percent to $10.78 on Wednesday. They are up 2 percent year to date.

On Monday, the company reported revenue of $60.4 million for the fiscal year ended April 30, down 21.1 percent from the $76.6 million reported in the prior year. In a statement, Girsky said that customers were hit with “a significant reduction” in contracts for satellites that use the company’s equipment.

Privet’s website describes its strategy as seeking “event-driven” investments in small-capitalization companies whose market valuations are “below our estimate of the private market value.”

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