Protect Your Investment: The Case Against Bulldog Investors

By voting, you have the power to protect your investment from Bulldog Investors’ (“Bulldog”) short-sighted and self-serving campaign. Despite attempts to seize control of almost 30% of the Tejon Board of Directors (“Board”), Bulldog has only raised questions for shareholders.

Worryingly, Bulldog lacks a coherent plan and seeks to hinder investment in Tejon’s valuable residential development projects. This would jeopardize years of entitlement and execution advancements made by the Company on behalf of its shareholders.

Bulldog’s failure to provide a value creation strategy illustrates a lack of planning, analysis, and thought necessary for effective oversight of California real estate development and Tejon’s interconnected operations.

Bulldog’s nominees lack relevant experience in real estate, land development, or California regulations, all essential for governing a company like Tejon. Their backgrounds primarily involve closed-end funds, and their track record in that area is mediocre, with managed funds often trading at discounts to net asset value. Mr. Goldstein even acknowledged that Bulldog’s involvement with Emergent Capital was unsuccessful.

Bulldog’s third nominee, Aaron Morris, is closely associated with Bulldog and has often acted as its litigation counsel. His nomination appears to serve Bulldog’s interests rather than the interests of all shareholders, unlike the Company-recommended nominees who prioritize shareholder value.

Electing Bulldog’s nominees could surrender strategic oversight of Tejon to individuals with a history of poor shareholder outcomes. This is a risk Tejon’s shareholders should avoid.

Tejon’s Proven History of Success in Development

Obtaining Key Land Use Entitlements Creates Long-Term Value

Shareholders invested in Tejon because the Company executes a sustainable, long-term strategy to maximize the unique asset that is the Ranch. One of our core strengths is our impressive history of securing and defending land use approvals while advancing development in California’s challenging regulatory landscape. Our recommended nominees recognize that California real estate presents increasing barriers to entry, making the Company’s current achievements increasingly valuable for shareholders. Bulldog’s nominees appear unaware of this essential reality.

For real estate holdings like Tejon, the gap in value between raw land and fully entitled commercial, industrial, or residential land is significant. Tejon has dedicated years to entitling its land into valuable master planned communities (“MPCs”), successfully navigating California’s unique entitlement process while constructing, selling, leasing, and developing cash-generating assets for shareholders. The Board and executive team have consistently made strides to realize this considerable value for investors.

What Tejon’s investors understand—yet Bulldog seemingly does not—is that pursuing a short-term focus can erode long-term compounding value in real estate.

Tejon has a solid track record of creating value by entitling MPCs and successfully defending them against litigation in California’s complex regulatory environment. Our progress with MPCs, including the successful Tejon Ranch Commerce Center (“TRCC”), is largely due to strong relationships with local, state, and federal decision-makers. Investors recognize that “all real estate is local,” and Bulldog’s proposal to halt investments in MPCs jeopardizes future value creation and risks the trust and goodwill we have established with stakeholders who support our projects and reputations. The Board believes that bringing in Bulldog’s nominees—lacking necessary qualifications, relationships, or real estate experience—could endanger our Company.

Long-Term, Strategic Approach to Development Drives Growth

Tejon shareholders are already reaping rewards from our focused efforts. Our proven value creation strategy is generating recurring revenues and cash flows from the successful TRCC MPC, developed through the same land use entitlement approach as our other MPCs: Mountain Village, Grapevine, and Centennial. Now Bulldog urges Tejon to stop investing in crucial assets underlying our strategic plan for future shareholder value and cash flow. Ten years of securing approvals at TRCC have achieved over $110 million in cumulative cash flow from commercial and industrial development.

MPC development necessitates long-term planning to optimize the value and interconnectivity of all assets. Tejon strategically reinvests in its landholdings while advancing our projects. We have reduced discretionary land use entitlement spending by 38% over the past five years as entitlements were secured and litigation successfully defended. This capital-intensive process is understood by our shareholders. We have expanded our risk distribution across various investments and leveraged partnerships effectively. Additionally, our 2017 rights offering was oversubscribed 2½ times, allowing us to advance approval efforts without requiring additional shareholder equity due to prudent capital management. Tejon has reduced its workforce by nearly half over the last decade by outsourcing aspects of its business while enhancing internal operational efficiency. All of these achievements are underpinned by maintaining a low-debt position.

Tejon’s Board is Best Positioned to Drive Value Creation

Tejon’s directors possess the qualifications needed to oversee our unique and complex business strategy and navigate the challenging land use entitlement process. Their expertise is crucial for the ongoing success of our operations in California.

# Tejon Ranch Advocates for Long-Term Value Amid Shareholder Dispute

Tejon Ranch Co. (NYSE: TRC) is urging shareholders to consider its commitment to long-term growth and development as the company navigates a challenge from Bulldog Investors. The Tejon leadership believes their experience and dedication are crucial for the upcoming execution and development phase.

On the other hand, Bulldog Investors seeks to influence the company following its recent acquisition of shares, aiming for a quick profit. Tejon warns that Bulldog’s short-term approach could undermine decades of shareholder investment and potentially diminish future returns.

Shareholder Meeting and Voting Strategy

Bulldog Investors has the ability to accumulate votes at the shareholder meeting, creating a disproportionate influence relative to its stake in Tejon. The company strongly encourages shareholders to:
VOTE
ONLY
for Tejon’s
10
nominees on the Company’s
WHITE
proxy card and withhold all votes from Bulldog’s nominees. Such actions preserve Tejon’s strategic focus on generating long-term value for all shareholders, particularly with the future implementation of its Master Planned Communities (MPCs).

Your support is crucial in ensuring that Tejon continues to move forward in a way that effectively benefits shareholders.

Thank you for your ongoing support.

Sincerely,
The Tejon Ranch Co. Board of Directors

Your Vote Matters, Regardless of Shares Owned. You can vote online or by mail using the instructions found on the WHITE PROXY CARD. WE URGE YOU TO VOTE TODAY! If you have questions or need assistance, please contact: D.F. King & Co., Inc. 48 Wall Street New York, NY 10005 Banks and Brokers: (212) 390-0450 All Others: (866) 796-7184 Email: [email protected]

Vestra Advisors will serve as the financial advisor to Tejon, while Gibson, Dunn & Crutcher LLP acts as the Company’s legal advisor.

About Tejon Ranch Co. (NYSE: TRC)

Tejon Ranch Co. operates in the diversified real estate development and agribusiness sectors. Its main asset is a 270,000-acre landhold located about 60 miles north of Los Angeles and 30 miles south of Bakersfield. More information can be found at www.tejonranch.com.

Forward-Looking Statements

This communication includes forward-looking statements regarding potential future developments and company performance. Such statements are not guarantees and only reflect expectations as of the date of this notice. Tejon does not commit to updating these statements unless required by law. Business results may be affected by various risks, including economic conditions, market dynamics, and regulatory approvals. Additional details about risks can be found in Tejon’s Annual report on Form 10-K and filings with the U.S. Securities and Exchange Commission.

Additional Information and Resources

Tejon has filed a definitive proxy statement on Schedule 14A and a WHITE proxy card with the SEC related to its 2025 Annual Meeting of Shareholders.

Shareholders should carefully read the proxy statement and any amendments filed by Tejon, as these contain essential information. Copies of these documents can be accessed for free on the SEC’s website at www.sec.gov or through Tejon’s website at www.tejonranch.com.

Participants in the Solicitation

Tejon Ranch, including its directors and several executive officers, may be involved in the solicitation of proxies. Details regarding individual participants and their interests are available in Tejon’s definitive proxy statement filed with the SEC.

_______________________________

[1]
Data as of April 17, 2025, via CEF Connect: 12.5% average discount at Special Opportunities Fund, Inc.; 13.7% average discount at Total Return Securities Fund; 8.6% at High Income Securities Fund; 26.3% at Mexico Equity & Income Fund.

[2]
The Deal: Bulldog Investors’ Goldstein Calls Emergent Worst Activist Campaign (August 3, 2017)

[3]
Press Releases on related lawsuits and stockholder issues (May 2024 & February 2024)

Contacts:

Investors
Nicholas Ortiz
Tejon Ranch Co., Senior Vice President, Corporate Communications & Public Affairs
661-663-4212
[email protected]

Media
Eric Brielmann / Jed Repko
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

This article was originally published on Quiver News. Read the full story!

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