The Shareholder Committee for the Future of Ferro Nominates Three Highly
Qualified Independent Directors for Election to the Board of Directors of
Issues Open Letter to Shareholders of Ferro
STAMFORD, Conn., Jan. 24, 2013
STAMFORD, Conn., Jan. 24, 2013 /PRNewswire/ --The Shareholder Committee for
the Future of Ferro, headed by FrontFour Capital Group LLC and Quinpario
Partners LLC, announced today that it has notified Ferro Corporation (NYSE:
FOE) of its intention to nominate three highly qualified individuals for
election to the Board of Directors of the Company at the 2013 Annual Meeting
The Committee's three independent director nominees are David A. Lorber,
Jeffry N. Quinn and Nadim Z. Qureshi.
The Committee also issued an open letter to shareholders of the Company. The
full text of the letter follows.
The Shareholder Committee for the Future of Ferro
Two Stamford Landing
68 Southfield Avenue, Suite 290
Stamford, CT 06902
January 24, 2013
Dear Fellow Shareholders:
FrontFour Capital Group LLC and Quinpario Partners LLC, together with their
affiliates, are substantial shareholders of Ferro Corporation ("Ferro" or the
"Company"). Due to our collective concern about the Company's historic and
current under-performance, FrontFour and Quinpario have formed The Shareholder
Committee for the Future of Ferro (hereinafter, the "Committee").
The operating performance of the Company continues to deteriorate and the
share price as of December 31, 2012 has declined by 15%, 49%, and 79% over the
past one, three, and five calendar years, respectively. The ultimate
scorecard of any Board of Directors and its management team is the creation of
shareholder value. In the case of Ferro, the results speak for themselves,
and not in a positive way. Left to its own devices, and allowed to maintain
the status quo, we are concerned that the unsatisfactory past performance of
the current Board and its management team is a precursor of further
disappointing performance to come. Ferro has reached a critical juncture and
further shareholder value must not be destroyed. To this end, the Committee
has nominated a slate of highly qualified director nominees, consisting of
David A. Lorber, Jeffry N. Quinn and Nadim Z. Qureshi, for election at the
2013 annual meeting of shareholders of the Company. Our nominees are leading
executives who have track records of creating shareholder value and will offer
new perspective and insights to enhance sustainable long-term value and
optimize the business for the benefit of all shareholders.
2013 is a pivotal year for the Company. With a Chief Executive Officer search
underway and strategic alternatives being considered for the solar-paste
business, many important decisions need to be made. We are concerned that
given their poor past performance, the Company's leadership is ill equipped to
make the appropriate decisions to restore shareholder value.
The Committee believes that there should be a strategic review of all
businesses beyond recent announcements. Management's articulated strategy and
its lackluster execution on that strategy have consistently failed to deliver
results. Ferro's portfolio of assets is haphazard and illogically structured,
the Company's operating margins trail its specialty chemical peers,
investments in underperforming businesses have continued to be authorized by
the Board, and the Board has continuously approved budgets with excessive SG&A
levels. As opposed to actions taken by best in class specialty chemical
firms, there has been a consistent lack of response to Ferro's deteriorating
performance. It is our view that the solar-paste and pharmaceutical
businesses should be sold, immediately. This would allow the Company to
streamline its cost structure and bring focus to the remaining core
With the right leadership and oversight, we believe Ferro can transform and
emerge as a formidable specialty chemical company. Therefore, shareholder
nominated directors should have a direct involvement in the hiring of an
industry leading Chief Executive Officer who will develop and implement a
strategic plan to drive shareholder value.
With focus, Ferro can improve and grow its product offering, gain market
share, and deliver to its shareholders improved profit margins and cash flow.
The opportunity to transform and create value is now.
/s/ David A. Lorber /s/ Jeffry N. Quinn
Managing Member Chairman and Chief Executive Officer
FrontFour Capital Group LLC Quinpario Partners LLC
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The Shareholder Committee for the Future of Ferro (the "Committee"),
consisting of the Participants (as defined below), intends to make a
preliminary filing with the Securities and Exchange Commission ("SEC") of a
proxy statement and accompanying proxy card to be used to solicit votes for
the election of director nominees at the 2013 annual meeting of shareholders
of Ferro Corporation, an Ohio corporation (the "Company").
THE COMMITTEE STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
The Participants in the proxy solicitation are anticipated to be FrontFour
Capital Group LLC ("FrontFour Capital"), FrontFour Master Fund, Ltd. (the
"Master Fund"), Event Driven Portfolio, a series of Underlying Funds Trust
(the "Event Driven Portfolio"), FrontFour Capital Corp., FrontFour Opportunity
Fund Ltd. (the "Canadian Fund"), Stephen Loukas, David A. Lorber, Zachary
George, Quinpario Partners LLC ("Quinpario"), Jeffry N. Quinn and Nadim Z.
Qureshi (collectively, the "Participants").
As of the date hereof, the Participants collectively own an aggregate of
2,830,000 shares of Common Stock of the Company, consisting of 853,084 shares
owned directly by the Master Fund, 567,304 shares owned directly by the Event
Driven Portfolio, 147,795 shares owned directly by the Canadian Fund, 531,817
shares owned directly by accounts managed by FrontFour Capital, 700,000 shares
owned directly by Quinpario and 30,000 shares owned directly by Nadim Z.
As members of a "group" for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, each of the Participants may be deemed to
beneficially own the shares of Common Stock of the Company owned in the
aggregate by the other Participants. Each of the Participants disclaims
beneficial ownership of such shares of Common Stock except to the extent of
his or its pecuniary interest therein.
FrontFour Capital Group LLC
68 Southfield Avenue
Two Stamford Landing, Suite 290
Stamford, CT 06902
SOURCE FrontFour Capital Group LLC
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