Miller investor suggests sale of business

But independent director backs leadership team

One of the biggest shareholders of Chattanooga-based towtruck maker Miller Industries on Thursday called for the company’s board to explore strategic alternatives, including a sale of the business.

But the company’s lead independent director responded, saying the board believes execution of its current plan and growth strategy is “the best means to maximize long-term shareholder value and drive continued positive change.”

Advisory Research Inc. and its affiliates, which own about 3.5% of Miller’s outstanding shares, said in a letter released publicly the company’s stock trades at a sizeable public market discount due to operational and strategic lapses.

“Having been invested since August 2022, we have spent a great deal of time, energy and resources analyzing Miller’s operational and financial performance,” the letter said. “Our diligence has led us to conclude that Miller … can substantially improve its per share earnings power.”

As a result, the letter said Advisory Research is calling on the board to form an independent committee to conduct a strategic review that will develop a credible longterm plan to be compared to alternative strategies, including a sale at a meaningful premium to present value.

“We believe the company is an attractive target for strategic acquirers in the sector, and that it could fetch a more than a 30% premium relative to its current valuation in a transaction,” the letter said.

But Ted Ashford, the board’s lead independent director, said in a statement the panel routinely reviews corporate strategy and is willing to discuss and challenge management’s plans for value creation.

Ashford said the company’s growth strategy

has driven 48.4% in total shareholder return over the past year at the business that employs hundreds at its Ooltewah production plant

“We’re disappointed, but perhaps not surprised that after months of earnest engagement, Advisory Research has concluded that it is not willing to put its thesis to a vote to shareholders, but has instead decided to make a selfserving and short-sighted public complaint, with spurious allegations and no credible path for long-term value creation,” he said.

Ashford said the board is “surprised by the persistent urgency in which they insisted we move, particularly in light of the company’s share price performance over the past year.”

He said it appears Advisory Research is operating based on faulty assumptions about the company’s fundamentals.

Ashford said the board believes the company and management team, led by CEO William G. Miller II, is well positioned “to continue delivering excellent financial results, particularly given the strong macroeconomic backdrop ahead and the oversight of a highly effective board of directors.”

Miller’s stock price closed Thursday on the New York Stock Exchange at $48.48 per share, up 25 cents, or 0.52%.