Core Viewpoint - Tejon Ranch Co. urges shareholders to vote exclusively for its own director nominees on the WHITE proxy card, emphasizing that Bulldog Investors' campaign poses risks to the company's long-term value and shareholder interests [1][2][3]. Company Strategy and Performance - Tejon Ranch has a proven history of success in real estate development and securing land use entitlements, which is crucial for maximizing the value of its unique assets [7][10]. - The company has successfully generated over $110 million in cumulative cash flow from its Tejon Ranch Commerce Center (TRCC) through strategic planning and execution [11]. - Tejon has reduced discretionary land use entitlement spending by 38% over the past five years, demonstrating prudent capital allocation while maintaining low debt levels [12]. Risks of Bulldog Investors' Nominees - Bulldog Investors' nominees lack meaningful experience in real estate and California-specific regulations, which are essential for overseeing Tejon's complex operations [4][6]. - Bulldog's focus on short-term gains could jeopardize the long-term value created by Tejon's strategic investments in master planned communities (MPCs) [14]. Importance of Shareholder Vote - The company emphasizes the importance of shareholder votes in maintaining its strategic direction and protecting long-term investments against Bulldog's short-sighted approach [3][15]. - Tejon's Board believes that electing its recommended nominees is critical for continuing the company's value creation strategy and ensuring future returns for shareholders [13][16].

Group 1 - TRC Capital Investment Corporation has amended its tender offer for Ingersoll Rand Inc., reducing the offer price from US$77.50 to US$65.25 per share [1] - The tender offer will expire on April 23, 2025, at 11:59 p.m. New York City time, unless extended [1] - As of April 8, 2025, only 200 shares had been tendered [2] Group 2 - TRC will accept and pay for all shares validly tendered before the expiration date, provided they are not withdrawn [3] - Stockholders who have already tendered their shares will receive the new offer price of US$65.25 per share without needing to take further action [4] - TRC has updated its tender offer materials to reflect the new offer price and other relevant changes [4]

Core Viewpoint - Tejon Ranch Co. is urging shareholders to vote for its director nominees in the upcoming Annual Meeting to ensure the continuation of its long-term value-creating strategy and to oppose the nominees put forth by Bulldog Investors, which the company believes could disrupt its strategic direction [2][26][30]. Company Strategy and Performance - Tejon Ranch has implemented strategic improvements and a renewed commitment to operational excellence, including hiring a new CEO and engaging in active director refreshment to position the company for long-term success [3][24]. - The company reported a total revenue growth of 15% year-over-year to $21.6 million, with GAAP net income attributable to common shareholders increasing 186% year-over-year to $4.5 million, and adjusted EBITDA rising 116% to $10.5 million [8][40]. Development Projects - Tejon Ranch is focused on monetizing its 270,000 acres of land in Southern California, with plans for four master-planned communities that will include over 35,000 homesites and approximately 35 million square feet of commercial and industrial space [7][11]. - The Tejon Ranch Commerce Center (TRCC) is highlighted as a key asset, generating recurring revenue and showcasing the company's ability to develop master-planned communities successfully [12][9]. Housing Market Demand - California faces a severe housing shortage, with a need for over 180,000 new homes annually, while production has averaged just over 100,000 homes per year, creating a significant supply shortfall [16][17]. - Tejon's developments are positioned to address this critical need for housing and jobs, aligning with the state's economic development planning efforts [16][17]. Corporate Governance - The company emphasizes its commitment to high standards of corporate governance, with a purpose-built Board that has recently added four independent directors and engaged in succession planning [19][20]. - Tejon's Board members possess extensive experience in real estate development, land use entitlements, and corporate governance, which the company believes is essential for guiding its strategic priorities [19][30]. Leadership Changes - The appointment of Matt Walker as the new President and CEO is expected to further drive the company's strategy and unlock value, leveraging his extensive experience in California real estate [24][25].

DAVIDSON, N.C., March 31, 2025 (GLOBE NEWSWIRE) -- Ingersoll Rand Inc. (NYSE: IR), a global provider of mission-critical flow creation and life sciences and industrial solutions, today announced that it received notice of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation (TRC Capital) to purchase up to 1,500,00 shares of Ingersoll Rand's common stock at $77.50 per share. The offer price is approximately 4.27% below the closing price of the company's common stock on The New York Stock ...

Development Projects - In Q1 2024, the company began construction on Terra Vista at Tejon, a multi-family community with a maximum of 495 residences and 14,500 square feet of community retail space[48][55] - The company has formed a new joint venture with Dedeaux Properties to develop a 510,385 square foot industrial building within TRCC-East[58] - The company has three major resort/residential communities in development, with a total of 3,450 entitled dwelling units planned[75][79] - Centennial development encompasses 12,323 acres, entitled for 19,333 housing units and 10.1 million square feet of commercial development, with a 93.65% ownership interest by the company[82] - Grapevine development covers 8,010 acres, entitled for 12,000 homes and 5.1 million square feet of commercial development[86] - As of December 31, 2024, the company has 3,450 housing units in Mountain Village, 19,333 in Centennial, and 12,000 in Grapevine, totaling 34,783 housing units across its developments[90] Financial Performance - The company has incurred costs to date of $158.348 million for Mountain Village, $124.136 million for Centennial, and $42.456 million for Grapevine, totaling $324.940 million[90] - The current outstanding balance on the Company's revolving credit line is $66,942,000, with a floating interest rate of one-month term SOFR plus 2.25%[324] - The Company has $7,916,000 in outstanding accounts receivable as of December 31, 2024, with no receivables at risk for changing prices due to no pistachio yield in 2024[330] - As of December 31, 2024, marketable securities amounted to $14,437,000 with a weighted average interest rate of 4.59%[328] - The revolving line-of-credit liability was $66,942,000 with an effective interest rate of 6.85% as of December 31, 2024[328] - As of December 31, 2023, marketable securities were $32,576,000 with a weighted average interest rate of 5.27%[328] - The revolving line-of-credit liability was $47,942,000 with an effective interest rate of 7.59% as of December 31, 2023[328] Industrial Market Insights - The company has a total of 19,300,941 square feet of industrial entitlements and 956,309 square feet of commercial retail entitlements as of December 31, 2024[61] - Industrial rents have increased by 236% over the past seven years, rising from $0.25 per square foot in 2017 to current levels[61] - The company has a total of 11,099,077 square feet of industrial entitlements available for future development[61] - The Inland Empire industrial market saw a vacancy rate of 6.8% as of December 31, 2024, a 170-basis point increase year-over-year[67][68] - Average asking rents in the Inland Empire declined by 22% year-over-year to $1.15 per square foot[67][68] Agricultural Operations - The company produced approximately 83,411 barrels of oil and 20,480 MCF of dry gas in 2024, with an average royalty rate of approximately 13% on oil production[94] - The company farms 1,036 acres of wine grapes, 2,116 acres of almonds, and 935 acres of pistachios, with plans to plant 160 acres of olives in 2025[101] - Approximately 256,000 acres are used for grazing leases, accounting for 45% of total revenues from ranch operations as of December 31, 2024[108] - The almond industry projected 2024 yields to be about 2.6 billion pounds, down from over 3.0 billion pounds, impacting pricing positively[102] Environmental Initiatives - The Company has conserved 240,000 acres of land since 2008, sequestering 3.3 million tons of carbon, equivalent to the annual emissions of 2.5 million passenger vehicles, about 5% of California's 2022 fleet[25] - The solar-covered parking structure at the Outlets at Tejon is projected to reduce electricity consumption by approximately 83% and produce about 1,076,000 kWh of clean energy annually[25] - A 600-acre solar field being developed with Calpine Energy is expected to generate approximately 100 MW of power once operational[25] - At Centennial, at least 50% of the energy supply is intended to be produced by on-site renewable sources, with 30,000 EV chargers planned[25] - The Company utilizes highly efficient automated and drip irrigation systems for its agricultural operations, enhancing water management[119] - The Company has contributed funding to replace outdated agricultural engines, expected to reduce air emissions in the region[119] Regulatory and Market Monitoring - The company is actively monitoring regulatory changes that may impact industrial zoning and development strategies[69][70] - The majority of the Company's developed land lies within a non-critically overdrafted groundwater basin with an approved Groundwater Sustainability Plan[119]

Core Insights - Tejon Ranch Co. reported significant financial growth in 2024, driven by its commercial and industrial real estate operations, particularly the Tejon Ranch Commerce Center (TRCC) [2][4] - The company is optimistic about future growth opportunities, including a new joint venture for a warehouse facility and the development of a mixed-use community [2][10] Financial Highlights - For Q4 2024, GAAP net income attributable to common stockholders increased by 186% to $4.5 million, with earnings per share rising to $0.17 from $0.06 in Q4 2023 [5][22] - Total revenues for Q4 2024 rose by 15% to $21.6 million compared to $18.8 million in Q4 2023, with commercial/industrial segment revenues increasing by 33% [5][6] - Adjusted EBITDA for Q4 2024 was $10.5 million, a 116% increase from $4.8 million in Q4 2023 [6][26] Leasing and Occupancy - As of December 31, 2024, TRCC's industrial portfolio, through joint ventures, consists of 2.8 million square feet of gross leasable area (GLA) and is 100% leased [5] - The commercial portfolio, including joint ventures, has 620,907 square feet of GLA and is 96% leased [5] - The Outlets at Tejon achieved 93% occupancy as of December 31, 2024, marking its 10-year anniversary [5] Development Projects - Construction of the Terra Vista at Tejon multi-family residential development is underway, with Phase 1 including 228 of the planned 495 units expected to be available in Q2 2025 [5][10] - A new distribution facility for Nestlé USA is also under construction, totaling over 700,000 square feet [5] Capitalization and Liquidity - As of December 31, 2024, total capitalization was approximately $605.3 million, with a debt to total capitalization ratio of 29.5% [9][31] - The company had total liquidity of $146.8 million, including cash, securities, and available credit [9] 2025 Outlook - The company plans to pursue further commercial and industrial development, as well as multi-family projects within TRCC and its joint ventures [10] - There is an expectation for increased water sales opportunities in 2025, contingent on precipitation and state water project allocations [12]

Company Leadership Transition - Tejon Ranch Company has selected Matthew Walker as the new President and CEO, effective March 31, 2025, succeeding Gregory S. Bielli who will retire [1][5] - Walker will initially join as Chief Operating Officer on March 6, 2025, following a nationwide search led by the Board of Directors [1] Matthew Walker's Background - Walker has a 24-year career at Lowe Enterprises, where he served as Executive Vice President and Shareholder, overseeing hospitality and resort community platforms [2] - His experience includes resort and residential development, sales and marketing, and capital development [2][3] - Walker holds a Bachelor of Architecture from Cornell University and an MBA from UCLA Anderson School of Management [3] Strategic Vision and Goals - Walker emphasizes the importance of responsible development at Tejon Ranch for California's future, aiming to create jobs, housing, and economic opportunities in Southern California [4] - The company plans to build on the success of the Tejon Ranch Commerce Center and develop three additional master planned communities to unlock shareholder value [4][5] Board's Perspective - Norman Metcalfe, Chairman of the Board, highlights Walker's unique development background and skills in creating immersive experiences as crucial for the company's growth [4] - The Board expresses gratitude to Bielli for his contributions, including the development of key projects like the Outlets at Tejon and the Tejon Ranch Commerce Center [4][5] Company Overview - Tejon Ranch Company is a diversified real estate development and agribusiness company with a principal asset of 270,000 acres located 60 miles north of Los Angeles [7]

Core Viewpoint - Tejon Ranch Company has appointed Matthew Walker as the new President and CEO, effective March 31, 2025, succeeding Gregory S. Bielli, who will retire after a significant tenure [1][5]. Company Leadership Transition - Matthew Walker will join Tejon Ranch as Chief Operating Officer on March 6, 2025, before officially taking over as President and CEO [1]. - Gregory S. Bielli has been with the company since 2013 and will continue to serve as an executive advisor and Director after his retirement [5]. Matthew Walker's Background - Walker has a 24-year career at Lowe Enterprises, where he served as Executive Vice President and Shareholder, focusing on hospitality and resort community development [2]. - His experience includes resort and residential development, sales and marketing, and capital development [2][3]. - Walker holds a Bachelor of Architecture from Cornell University and an MBA from UCLA Anderson School of Management [3]. Strategic Vision for Tejon Ranch - Walker emphasizes the importance of responsible development at Tejon Ranch, which he believes is crucial for California's economic future, providing jobs and housing [4]. - The company aims to build on the success of the Tejon Ranch Commerce Center and advance three additional master planned communities [4][5]. - Norman Metcalfe, Chairman of the Board, highlights Walker's unique development background as vital for the company's growth and shareholder value [4]. Company Overview - Tejon Ranch Company is a diversified real estate development and agribusiness firm with a principal asset of 270,000 acres of land located between Los Angeles and Bakersfield [6].

Core Viewpoint - Canadian Natural Resources Limited has received an unsolicited mini-tender offer from TRC Capital Investment Corporation to purchase up to 2,500,000 common shares at a price of C$43.25 per share, which is below the current market price [1][2]. Group 1: Offer Details - The mini-tender offer represents approximately 0.12% of Canadian Natural's outstanding shares [1]. - The offering price reflects a discount of 4.44% to the closing price on January 14, 2025, and a 4.71% discount to the closing price on January 22, 2025 [1]. Group 2: Company Response - Canadian Natural does not endorse TRC Capital's offer and advises shareholders to exercise caution due to the offer being below market price [2][7]. - The company recommends that shareholders who have not responded to the offer take no action [7]. Group 3: Investor Caution - Mini-tender offers are designed to avoid many investor protections, and both the Canadian Securities Administrators and the SEC have expressed concerns regarding such offers [3][5]. - Shareholders are encouraged to consult with their brokers or financial advisors and to obtain current market quotations for their shares [7]. Group 4: Withdrawal Information - Shareholders who have already tendered their shares can withdraw them before 11:59 p.m. (EST) on February 13, 2025, by following the procedures in TRC Capital's offering documents [8].

Revenue Performance - Commercial/industrial revenues for Q3 2024 were $3,002,000, a decrease of 11.6% from $3,397,000 in Q3 2023[70] - Mineral resources revenues for Q3 2024 were $3,166,000, up 1.5% from $3,118,000 in Q3 2023[72] - The Farming segment generated revenues of $3,242,000 in Q3 2024, an increase of 22.7% from $2,642,000 in Q3 2023[73] - Ranch operations revenues increased to $1,446,000 in Q3 2024, compared to $1,052,000 in Q3 2023, marking a growth of 37.5%[75] - Total revenues for Petro Travel Plaza Holdings, LLC for the three months ended September 30, 2024, were $40,446,000, a decrease of 10.5% from $44,976,000 in the same period of 2023[80] - For the nine months ended September 30, 2024, total revenues were $143,392,000, an increase of 1.0% compared to $140,984,000 in 2023[81] Earnings and Investments - Equity in earnings of unconsolidated joint ventures increased to $3,329,000 for Q3 2024, compared to $1,161,000 in Q3 2023[70] - The equity in income of unconsolidated joint ventures for the nine months ended September 30, 2024, was $7,611,000, up from $4,616,000 in the same period of 2023[74] - The equity in earnings for Petro Travel Plaza Holdings, LLC for the three months ended September 30, 2024, was $1,736,000, compared to a loss of $2,785,000 in the same period of 2023[80] Assets and Liabilities - The total assets for Petro Travel Plaza Holdings, LLC as of September 30, 2024, were $322,146,000, with a joint venture debt of $222,746,000[83] - The outstanding balance of the term note for the TRCC/Rock Outlet Center LLC joint venture was $20,626,000 as of September 30, 2024, after a reduction of $6,000,000[77] - The company has a revolving line of credit with an outstanding balance of $59,942,000, with an effective interest rate of 7.45% as of September 30, 2024[160] - Marketable securities amounted to $6,270,000 with a weighted average interest rate of 4.98%[162] - The company reported a total equity of $81,667,000 as of September 30, 2024, compared to $85,857,000 at the end of 2023[83] Operational Highlights - The Resort/Residential segment reported losses of $328,000 for Q3 2024, slightly improved from a loss of $367,000 in Q3 2023[71] - The construction of a 446,400 square foot industrial building was completed in Q4 2023, with 100% of the rentable space leased[76] Risk Management - The company’s market risk exposure includes interest rates and commodity prices, with a focus on preserving principal while maximizing yields[158] - The company’s investment strategy limits investments to securities with a maturity of less than five years and an investment grade rating[159] - As of September 30, 2024, there were no receivables exposed to commodity price fluctuations due to the absence of at-risk pistachio crop receivables[165] - The company is currently not facing any adverse price fluctuations impacting its farming inventories[165] Farming Operations - Farming inventories include costs associated with crop production, which are recorded as incurred and historically recovered through post-harvest crop sales[165] - The company’s water service contract with TCWD requires an annual payment of $5,434,000 for water deliveries[84]