Aerojet Rocketdyne Shareholder and Value Maximization Committee Announces Warren Lichtenstein’s Commitment Not to Acquire Shares Prior to Record Date of Annual Meeting; Announcement follows Lichtenstein’s belated agreement to release results of internal investigation

EL SEGUNDO, Calif., May 6, 2022 /PRNewswire/ — Eileen Drake (the CEO of Aerojet Rocketdyne (NYSE: AJRD)) and Gen. Kevin Chilton (Ret.), Thomas Corcoran and gen. Spear Lord (Ret.) (three of its independent directors) today issued the following statement:

“On April 5, 2022, Mr. Lichtenstein notified the Company of his filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 disclosing a present bona fide intention to acquire between $202 million and $1.0098 billion in the voting securities of the Company. The share purchase would have allowed Mr. Lichtenstein to own more than 30% of the outstanding shares and exercise negative control over the outcome of the upcoming director elections.

“It was necessary for the Committee to initiate litigation Delaware and have a court hearing for Mr. Lichtenstein and Steel Partners to finally agree not to acquire any shares before the record date. It is unfortunate that Mr. Lichtenstein continues to play games seeking to engage in delaying tactics, abusing his position as Chairman, while advancing his efforts to take control of Aerojet and thus deprive shareholders of the possibility of electing a new board of directors.

It is as revealing of Mr. Lichtenstein’s character as a hearing held last Tuesday in Delaware his legal counsel forcefully argued that the internal investigation should not have been disclosed by the Committee, and yet, within 24 hours, Mr. Lichtenstein issued a press release demanding that the investigation be disclosed. He seems to flip-flop on virtually every issue to accommodate his changing personal whims on a daily basis, intended in our view to further his singular goal of gaining control of the company.

Shareholders with questions may contact our attorney: DF King & Co., (212) 269-5550 (collect) or by email at [email protected]

Important Information

This communication is sent in our individual capacity, and not on behalf of or on behalf of Aerojet Rocketdyne Holdings, Inc (the “Company”). No Company resources were used in connection with these materials. On June 3, 2022, Eileen P. DrakeGeneral Kevin ChiltonUSAF (Retired), General Spear LordUSAF (ret.) and Thomas Corcoran (the “Serving Directors”) have filed a definitive solicitation statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of appointments of agents to convene a special meeting of shareholders of the Company ( the “Solicitation Statement”).

SHAREHOLDERS ARE STRONGLY RECOMMENDED TO READ THE SOLICITATION STATEMENT AS IT CONTAINS IMPORTANT INFORMATION. Shareholders may obtain a free copy of the Solicitation Statement, any amendments or supplements to the Solicitation Statement, and other documents that serving directors file with the SEC at the SEC’s website at www.sec.gov. The incumbent directors, as well as Gail Baker, Marion Blakey, Charles Boldé and Deborah Lee James, may be considered participants in the solicitation of appointments of agents from shareholders. Information about participants is set forth in the Solicitation Statement, which is available free of charge on the SEC’s website at www.sec.gov.

Contact:
DF King & Co., Inc.
Edward T. McCarthy / Tom Germinario
[email protected]

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SOURCE Committee for Aerojet Rocketdyne Shareholders and Maximizing Value

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