US Ferro ends proxy fight, will support 2 outside board nominees

08 May 2013 23:36  [Source: ICIS news]

HOUSTON (ICIS)--Ferro has agreed to nominate two outside candidates to its board at its upcoming annual meeting, ending a proxy fight, the US-based specialty chemicals producer said on Wednesday.

Ferro's nominees now include Jeffry Quinn and David Lorber, the two outside candidates initially nominated by FrontFour Capital Group and Quinpario Partners.

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

Lorber is a co-founder of FrontFour Capital Group.

With Lorber and Quinn serving as Ferro's nominees, current board directors Richard Brown and Gregory Hyland will not stand for re-election at the company's annual meeting, scheduled for 15 May.

Instead of running for re-election, Hyland will replace current director Sandra Austin, who is resigning, Ferro said. Hyland will serve through 2014.

Meanwhile, Ferro's third nominee, Ronald Vargo, will continue to stand for election, the company said.

He will run unopposed because FrontFour Capital Group and Quinpario Partners have removed one of their initial nominees, Nadim Qureshi, Ferro said. As a result, Qureshi will not stand for election.

Ferro's board will also create a strategy committee to evaluate ways to increase earnings, the company said.

This will include ways to improve Ferro's capital structure and operating performance as well as a review of the company's portfolio, Ferro said.

The company will also review what it called strategic proposals.

Ferro did not elaborate. However, US compounder 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 had rejected the offer.

“We believe this agreement with the FrontFour-Quinpario Group is in the best interests of the company and all Ferro shareholders,” according to a statement by William Lawrence, board chairman.

Quinn said: “We are delighted to have reached an agreement with Ferro and we look forward to working together constructively with the board and management team to help drive value for Ferro shareholders.”

($1 = €0.76)


By: Al Greenwood
+1 713 525 2645



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