Sandell Urges TPC Group to Reopen Negotiations with Innospec

  Sandell Urges TPC Group to Reopen Negotiations with Innospec

           Ensure level playing field for all bidders for TPC Group

Business Wire

NEW YORK -- November 09, 2012

In response to First Reserve Corp’s and SK Capital Partners’ revised
acquisition offer for TPC Group (NASDAQ: TPCG) and TPC Group’s termination of
talks with Innospec Inc. and Blackstone Group LP, Sandell Asset Management’s
Chief Executive Officer Thomas E. Sandell sent today the following letter to
TPC Group’s Board of Directors:

Board of Directors
TPC Group Inc.
5151 San Felipe, Suite 800
Houston, Texas 77056
Attn: Michael McDonnell, President, Chief Executive Officer, Director


As you know, we are the beneficial owner of approximately 1.1 million shares,
or 7.0%, of TPC Group. As such, we were pleased to see your announcement that
First Reserve and SK Capital had increased the amount they were prepared to
pay to acquire TPCG to $45 per share, confirming our view that their $40 per
share offer was inadequate.

However, we were distressed by your announcement that you had terminated
discussions with Innospec and Blackstone. Innospec had stated on October 21st
that it expected that its due diligence review of TPCG would take
approximately six weeks, so apparently you have cut them off prior to their
completing their work. As a strategic buyer with synergy savings, it is hard
to imagine that Innospec could not pay more than financial buyers like First
Reserve and SK Capital, and the statements in your press release speculating
as to why the acquisition might not be attractive to Innospec were laughable.
By cutting off their diligence before they had the opportunity to be fully
informed regarding TPCG's value, in order to accept an increased offer below
the top of Innospec's preliminary indicative bid range, it appears to us that
you have, yet again, engaged in a flawed process to advantage management's
favored bidder. Furthermore, we believe that by allowing Innospec to complete
its due diligence, it would assure that all bidders have been given an equal
opportunity at reviewing the due diligence material and thereby have a level
playing field in this process.

The best way to maximize TPCG's value for the benefit of all shareholders is
to engage in an auction with all interested and bona fide bidders. Your
fiduciary duties require that you affirmatively seek to obtain the highest
available price for TPCG, and to do so we urge you to fully cooperate with
Innospec, allowing them to complete due diligence and seek to have them
increase their offer.

Thomas E. Sandell
Chief Executive Officer


Sandell Asset Management Corp.
Mr. Tom Sandell, +1-212-603-5700
Chief Executive Officer
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