US Ferro board candidates win more support in proxy fight

07 May 2013 16:27  [Source: ICIS news]

HOUSTON (ICIS)--Ferro's nominees to its board were recommended by a second proxy-advisory firm, the US-based specialty chemicals producer said on Tuesday.

Egan-Jones Proxy Services has recommended to its clients that they should vote for Ferro's nominees, Richard Brown, Gregory Hyland and Ronald Vargo.

They are running against Jeffry Quinn, David Lorber and Nadim Qureshi.

Shareholders will vote on the nominees during Ferro's annual meeting, scheduled for 15 May.

In recommended the Ferro nominees, Egan-Jones said the company is successfully executing a turnaround programme. Egan-Jones was not convinced that the outside nominees have a plan that would significantly raise the company's share price.

“In our view, the current management slate, as contrasted with the dissidents' nominees, possess relevant, valuable skills and expertise which should help the company deliver on its ongoing plan for shareholder value maximisation. Hence, no change is warranted," Egan-Jones said.

Earlier, Glass Lewis had also recommended the company's nominees.

Another proxy-advisory firm, Institutional Shareholder Services (ISS), recommended outside nominees Quinn and Lorber.

Quinn was the CEO of Solutia before the company was acquired by Eastman Chemical for $4.8bn (€3.6bn).

Quinn currently heads Quinpario Partners, a private investment and operating company that is focused on specialty chemicals and performance materials.

Lorber is a co-founder of FrontFour Capital Group, an investment advisor.

In making their recommendations, ISS and the other advisory firms are considering which group of nominees will most likely succeed in improving the company's performance, a key issue in the proxy fight.

If elected, Quinn and the others said they would attempt to persuade the rest of the board to adopt measures that they say would lower Ferro's costs and allow the company to focus on its core businesses.

Ferro has said Quinn and the other two candidates would add no value to the board, and they have not made any productive suggestions for the company.

Ferro already is making progress on a programme intended to improve the company, the company said.

If the Ferro-backed candidates lose the election, then the outside candidates could revive A Schulman's hostile takeover bid.

A Schulman on 4 March bid $6.50/share to acquire Ferro. The offer valued Ferro at $855m, including an equity value of $563m.

Ferro rejected the offer.

Quinn and the others said that while the bid was low, Ferro should have at least talked with A Schulman and attempted to negotiate a higher price.

($1 = €0.76)

By: Al Greenwood
+1 713 525 2645

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