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| 8-K - LIVE FILING - FERRO CORP | htm_47251.htm |
For Immediate Release
FERRO CONFIRMS PRIOR RECEIPT AND REJECTION OF
UNSOLICITED PROPOSAL FROM A. SCHULMAN
Advises Shareholders to Take No Action at This Time
CLEVELAND, Ohio – March 4, 2013 – Ferro Corporation (NYSE: FOE, the “Company”) today confirmed that its Board of Directors had previously received and rejected an unsolicited proposal from A. Schulman, Inc. (Nasdaq: SHLM) to acquire all of the outstanding shares of Ferro common stock for $6.50 per share in cash and stock.
Ferro’s Board of Directors, in consultation with financial and legal advisors, unanimously determined that the A. Schulman proposal is not in the best interests of Ferro shareholders and that continued execution of the Company’s value creation strategy will deliver greater value to Ferro shareholders.
Ferro advises shareholders to take no action at this time.
Goldman, Sachs & Co. is serving as Ferro’s financial advisor, and Jones Day is serving as its legal advisor.
About Ferro Corporation
Ferro Corporation (http://www.ferro.com) is a leading global supplier of technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including building and construction, automotive, appliances, electronics, household furnishings, pharmaceuticals, and industrial products. Headquartered in Mayfield Heights, Ohio, the Company has approximately 4,860 employees globally and reported 2011 sales of $2.2 billion.
Cautionary Note on Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of Federal securities laws. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect the Company’s future financial performance include the following:
| • | demand in the industries into which Ferro sells its products may be unpredictable, cyclical or heavily influenced by consumer spending; |
| • | Ferro’s ability to successfully implement its value creation strategy; |
| • | Ferro’s ability to successfully implement and/or administer its cost-saving initiatives, including its restructuring programs and produce the desired results, including projected savings; |
| • | restrictive covenants in the Company’s credit facilities could affect its strategic initiatives and liquidity; |
| • | Ferro’s ability to access capital markets, borrowings, or financial transactions; |
| • | the effectiveness of the Company’s efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques; |
| • | the availability of reliable sources of energy and raw materials at a reasonable cost; |
| • | currency conversion rates and economic, social, regulatory, and political conditions around the world; |
| • | Ferro’s presence in certain geographic regions, including Latin America and Asia-Pacific, where it can be difficult to compete lawfully; |
| • | increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health, safety and the environment; |
| • | Ferro’s ability to successfully introduce new products or enter into new growth markets; |
| • | sale of products into highly regulated industries; |
| • | limited or no redundancy for certain of the Company’s manufacturing facilities and possible interruption of operations at those facilities; |
| • | Ferro’s ability to complete future acquisitions or dispositions, or successfully integrate future acquisitions; |
| • | competitive factors, including intense price competition; |
| • | Ferro’s ability to protect its intellectual property or to successfully resolve claims of infringement brought against the Company; |
| • | management of Ferro’s general and administrative expenses; |
| • | Ferro’s multi-jurisdictional tax structure; |
| • | the impact of the Company’s performance on its ability to utilize significant deferred tax assets; |
| • | the effectiveness of strategies to increase Ferro’s return on capital; |
| • | the impact of operating hazards and investments made in order to meet stringent environmental, health and safety regulations; |
| • | stringent labor and employment laws and relationships with the Company’s employees; |
| • | the impact of requirements to fund employee benefit costs, especially post-retirement costs; |
| • | implementation of new business processes and information systems; |
| • | the impact of interruption, damage to, failure, or compromise of the Company’s information systems; |
| • | manufacture and sale of products into the pharmaceutical industry; |
| • | exposure to lawsuits in the normal course of business; |
| • | risks and uncertainties associated with intangible assets, including the final amount of impairment and other charges described in this press release; |
| • | Ferro’s borrowing costs could be affected adversely by interest rate increases; |
| • | liens on the Company’s assets by its lenders affect its ability to dispose of property and businesses; |
| • | Ferro may not pay dividends on its common stock in the foreseeable future; an |
| • | other factors affecting the Company’s business that are beyond its control, including disasters, accidents, and governmental actions. |
The risks and uncertainties identified above are not the only risks the Company faces. Additional
risks and uncertainties not presently known to the Company or that it currently believes to be
immaterial also may adversely affect the Company. Should any known or unknown risks and
uncertainties develop into actual events, these developments could have material adverse effects on
our business, financial condition and results of operations.
This release contains time-sensitive information that reflects management’s best analysis only as
of the date of this release. The Company does not undertake any obligation to publicly update or
revise any forward-looking statements to reflect future events, information or circumstances that
arise after the date of this release. Additional information regarding these risks can be found in
our most recent Annual Report on Form 10-K.
# # #
INVESTOR CONTACT:
John Bingle
Treasurer and Director, Investor Relations, Ferro Corporation
Phone: 216-875-5411
E-mail: john.bingle@ferro.com
Jennifer Shotwell / Larry Miller
Innisfree M&A Incorporated
Phone: 212-750-5833
MEDIA CONTACT:
Mary Abood
Director, Corporate Communications, Ferro Corporation
Phone: 216-875-5401
E-mail: mary.abood@ferro.com
Matthew Sherman / Tim Lynch / James Golden
Joele Frank, Wilkinson Brimmer Katcher
Phone: 212-355-4449