Water Street Capital Nominates Highly Qualified Slate of Independent Directors to REC Silicon Board

Rhea-AI Summary

Water Street Capital, owning 8.26% of REC Silicon (RNWEY), has nominated five independent directors for election at the June 25, 2025 AGM. This move opposes Hanwha Solutions' proposal to purchase all REC Silicon shares at NOK 2.20 per share, which Water Street believes undervalues the company by over 90%. The nominees include Dave Keck (former CEO of GT Advanced Technologies), Chris Greig (Princeton University researcher), John Adams (Water Street Capital Principal), Karina Fossmark (founder of Oldermann Law Firm), and Jane Power (independent equities trader). Water Street criticizes the current board, which includes Hanwha executives, for not representing shareholders' best interests and calls for investigation into Hanwha's termination of its 10-year purchase agreement with REC Silicon.

Positive

• Water Street Capital's nominees bring significant industry experience, including Dave Keck's successful debt renegotiation of $1.1B at GT Advanced Technologies
• The proposed slate includes diverse expertise across industry, academic, financial, and legal sectors
• Water Street Capital owns a significant 8.26% stake, showing strong commitment to the company

Negative

• Current board includes several Hanwha executives, potentially creating conflicts of interest
• Hanwha's proposed share purchase price of NOK 2.20 allegedly undervalues the company by more than 90%
• Hanwha terminated its 10-year purchase agreement with REC Silicon, raising concerns about the company's commercial relationships

Believes Urgent Change is Needed to Preserve Company Independence and Enhance Shareholder Value

Water Street's Nominees Bring Decades of Relevant Industry, Management, and Legal Experience 

Believes Hanwha's Plan to Purchase All Shares of REC Silicon Drastically Undervalues REC Silicon's Assets and Intellectual Property By More Than 90%

Urges Shareholders to Support Water Street's Director Nominees at Upcoming Annual General Meeting

JACKSONVILLE, Fla., June 11, 2025 /PRNewswire/ -- Water Street Capital, Inc. ("Water Street"), a long-term, value-oriented private investment firm which, together with its affiliates, collectively owns 8.26% of the outstanding common stock of REC Silicon ASA (OSL: RECSI.OL) ("REC Silicon" or the "Company"), today announced its highly qualified slate of director candidates that it has nominated for election to REC Silicon's Board of Directors at the Company's Annual General Meeting ("AGM") on 25 June 2025.

Water Street's director nominations follow the announcement of its intention to vote against a proposal from Hanwha Solutions Corporation ("Hanwha"), REC Silicon's largest shareholder, to purchase all shares of the Company at the historically low price of NOK 2.20 per share, currently undervaluing the company by more than 90%, without giving proper value to the growth potential of silane gas. Water Street has also called for a formal investigation into the circumstances around Hanwha's termination of its 10-year purchase agreement with REC Silicon and other matters.

"The incumbent REC Silicon Board, which is comprised of several Hanwha executives, has proven, in our view, that it is not representing the best interests of the Company and its shareholders. The recent share purchase proposal by Hanwha, if executed, significantly undervalues the intellectual property and assets of a company deeply respected across the silane-based materials industry globally and invalidates the efforts of hundreds of REC Silicon employees," said Gilchrist Berg, Founder and Principal at Water Street Capital. "Our director nominees possess decades of relevant industry experience and are committed to working on behalf of all REC Silicon shareholders, large and small."

Water Street's nominees include:

• Dave Keck: Mr. Keck is President of Advanced Material Solutions, a producer of specialty gases for the electronics industry. From 2005-2016, he held numerous positions at GT Advanced Technologies, including as a General Manager of the company's polysilicon equipment business, Executive Vice President of Sales, and ultimately CEO. Mr. Keck successfully renegotiated $1.1 billion in debt and helped the company out of bankruptcy. Earlier in his career, he served as plant manager of Advanced Silicon Materials' (REC Silicon predecessor) Moses Lake facility before becoming the company's Vice President of Business Development. Mr. Keck earned his Bachelor of Science from the University of Washington.
  
  
• Chris Greig, PhD: Mr. Greig is the Theodora D. ('78) and William H. Walton III ('74) Senior Research Scientist at Princeton University's Andlinger Center for Energy and the Environment. As an established academic, he has a PhD in Chemical Engineering and is a fellow of the Australian Academy of Technology and Engineering (ATSE). His 10-year academic career follows a 25-year career in industry, first as founder and Managing Director of an innovative engineering company serving the global sugar and minerals industries. Upon exiting this role in 2000, Mr. Greig transitioned to senior executive roles in the construction and energy sectors, including as CEO of ZeroGen, pioneering large-scale CCS. He has also served as a non-executive director for several infrastructure and engineering firms.
  
  
• John Adams: Mr. Adams is a Principal at Water Street Capital, where he previously served as Chief Operating Officer and Analyst. He has spent his career in a multitude of financial and operation roles including a role at Prudential Financial Corporation, CFO of Kinnett Dairies, and Partner at Mellon Ventures, a private equity and venture capital arm of Mellon Financial Corporation.  Mr. Adams earned his Bachelor of Industrial Engineering from the Georgia Institute of Technology and his Master of Business Administration from Harvard Business School.
  
  
• Karina Fossmark: Ms. Fossmark is the Founder of Oldermann Law Firm, a leading business law firm advising corporate clients, investors, and boards in Norway and internationally. She is a member of the Norwegian Bar Association and specializes in structuring complex financings, distressed debt resolutions, and implementing full-scale corporate turnarounds, and has served as lead counsel in various restructuring processes and distressed asset refinancings. Ms. Fossmark regularly advises on syndicated loan structures involving sovereign and multilateral institutions including pension funds, commercial banks, and innovation funds. Since 2020, she has served as General Counsel for Legal and Compliance at Fjord Line AS, Norway's second-largest international ferry operator. Ms. Fossmark has served in board positions across a diverse array of industries and earned her Master of Law from the University of Bergen, Norway.
  
  
• Jane Power: Ms. Power is an independent equities trader based in London with a diverse background in commodities trading, banking, and corporate strategy. She has taught strategic planning at the United States Federal Reserve and holds extensive experience in academic and professional growth with a focus on women and career development, a field in which she has published literature, organized and moderated panel discussions, and delivered lectures on at leading universities including Oxford University. Ms. Power has served in numerous board positions, including on the Alumni Boards of both Harvard University and Harvard Business School, as well as the Seven College Conference in the United Kingdom. Ms. Power earned her Bachelor of Arts in Economics from Harvard College and her Master of Business Administration from Harvard Business School.

Water Street urges all REC Silicon shareholders to vote FOR its highly qualified slate of independent director candidates at the Company's upcoming AGM in order to preserve the Company's independence and enhance shareholder value.

REC Silicon Annual General Meeting Registration Details

REC Silicon's virtual AGM will be held on 25 June 2025 at 13:00 CET. Shareholders can log in at https://dnb.lumiagm.com/103908571 and must identify themselves using the reference number and pin code from VPS accessible in investor services (Corporate Actions – General Meeting – ISIN), sent to them by post, or by contacting DNB Bank Verdipapirservice by phone (+47 23 26 80 20) or e-mail (genf@dnb.no). More information can be found at www.recsilicon.com.

Media Contact
Jonathan Gasthalter/Brandon Lin
Gasthalter & Co.
(212) 257-4170

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SOURCE Water Street Capital, Inc.

FAQ

Who are the director nominees proposed by Water Street Capital for REC Silicon (RNWEY)?

Water Street Capital nominated Dave Keck (Advanced Material Solutions President), Chris Greig (Princeton University researcher), John Adams (Water Street Capital Principal), Karina Fossmark (Oldermann Law Firm founder), and Jane Power (independent equities trader).

What is Water Street Capital's stake in REC Silicon (RNWEY)?

Water Street Capital, together with its affiliates, owns 8.26% of REC Silicon's outstanding common stock.

Why is Water Street Capital opposing Hanwha's offer for REC Silicon (RNWEY)?

Water Street Capital believes Hanwha's offer of NOK 2.20 per share undervalues REC Silicon by more than 90% and doesn't properly value the growth potential of silane gas.

When is REC Silicon's (RNWEY) Annual General Meeting in 2025?

REC Silicon's virtual Annual General Meeting is scheduled for June 25, 2025, at 13:00 CET.

What are the main concerns raised by Water Street Capital about REC Silicon's current board?

Water Street Capital argues that the current board, which includes several Hanwha executives, is not representing the best interests of the company and its shareholders.