(The following is a reformatted version of a press release issued by Relational Investors LLC and received via electronic mail. The release was confirmed by the sender.) RELATIONAL INVESTORS LLC AND CALSTRS QUESTION TIMKEN BOARD’S WILLINGNESS TO ACT IN THE BEST INTERESTS OF ALL SHAREHOLDERS FOLLOWING MEETING WITH BOARD MEMBERS Timken Family-Influenced Board Continues to REBUT Investment Community Consensus To Separate Company’s Two Core Businesses And Eliminate The Stock’s Long-Standing “Conglomerate” Discount Relational and CalSTRS Urge Shareholders To VOTE FOR CalSTRS’ Proxy Proposal To Unlock Shareholder Value At Timken By Separating The Company’s Steel And Bearings Businesses And Having Them Trade Independently San Diego, April 2, 2013 -- Relational Investors LLC (“Relational”) and the California State Teachers’ Retirement System (“CalSTRS”), collectively owners of 7.28% of the shares of The Timken Company (NYSE: TKR) (“Timken” or “the Company”), called into question the ability of the family-influenced Board of Directors to act in the best interest of all of the Company’s shareholders following today’s meeting at the Company’s Canton, Ohio headquarters. The Board is unwilling to separate Timken’s Steel and Bearings businesses to unlock shareholder value and continues to support the Company’s “conglomerate” structure which impairs its stock price. Anne Sheehan, director of Corporate Governance at CalSTRS, commented, “Timken’s Board invited CalSTRS to meet with representatives of management and the Board today. The meeting followed the filing of our February 27, 2013 shareholder presentation. From the outset, we have tried to work with the Board to unlock the Company’s inherent value for all shareholders through the separate public trading of Timken’s Steel and Bearings businesses. It is clear that there is consensus in the investment community supporting this initiative based on published analyst reports, calls with the Company’s investors, and Timken’s stock price. Nevertheless, the Board has consistently turned a blind eye to what the marketplace is saying.” Ralph Whitworth, founder and principal of Relational, said, “Despite Timken’s preempting today’s meeting with a press release yesterday, we hoped that at today’s meeting Timken’s management and Board would finally understand the powerful value proposition that flows from the overwhelmingly compelling and detailed case we have presented to create value through two separately traded companies. Instead, while the meeting was cordial, we met with the same amorphous arguments and faulty math that has characterized the company’s response all along. Fortunately, the shareholders will have the opportunity to speak on May 7th by voting on CalSTRS’ proposal to split the company’s shares between the Bearings and Steel businesses.” “Since November 15, 2012, shortly before Relational and CalSTRS filed their Schedule 13D advocating the separation of Timken’s Steel and Bearings businesses, Timken’s stock price has outperformed its peers by 41%, or over $15 per share. Timken’s Board must know that if it maintains the Company’s conglomerate structure rather than separating its businesses as recommended, that it is likely that the price of Timken’s shares will fall precipitously.” Specific Reponses to Timken’s Flawed Math and Amorphous Arguments: Timken contends that separating Bearings and Steel will result in a significant loss of synergies between the businesses. · Timken’s synergies analysis is, however, highly flawed and contrived. It does not reflect the clear opportunity to mitigate dis-synergies as Timken’s closest competitor, SKF, did so successfully following the separation of its bearings and steel businesses. Indeed the mid-point of Timken’s projected dis-synergies of $6-8 per share is no more than $2.65 per share higher than what we projected in our conservative analysis. There is ample opportunity to mitigate this incremental dis-synergy through normal and customary supply arrangements. Timken contends that Relational’s sum-of-the-parts estimate far exceeds the median of analyst calculations. · Timken, however, intentionally uses many analyst sum-of-the-parts valuations from November and December of last year, which are way out-of-date. The three 2013 valuations that Timken does include average $66, an 18% increase from the current stock price, and that is after substantial excess price performance since we announced our split initiative. Timken contends that the peer group Relational uses is too narrow. · A broader peer group analysis does not however materially change Timken’s share price discount, nor does it change our conclusion that separation will enhance Timken’s shareholder value. Timken should know that broadening the peer group to include, for example, Japanese companies is inappropriate because their margins, geography, and products are not appropriately comparable. Timken contends that its diversification benefits shareholders. · Timken, however, uses its three-year share price performance to justify its conglomerate business strategy. They unfairly include Timken’s outperformance against its peers since November 28th when Relational and CalSTRS announced their plan to push for a separation. Of course, shareholders do not need Timken’s Board to ”diversify” for them; they are perfectly willing and, in fact, prefer to select “pure-play” investments and set weightings to suit their specific objectives. The significant discount investors apply to Timken’s stock reflects the market’s clear preference for pure-play steel or bearings alternatives. The irony of this argument is that diversification actually causes the discount! Timken contends that they practice strong corporate governance. · The Timken Family, however, holds 3 of 11 Board seats; the $9M compensation received by executive Chairman Ward Timken, Jr., is grossly out-of-line with other executive chairmen in Timken’s peer group; the Company’s pay-for-performance scheme received a “D” rating in 2012 from Glass Lewis, a prominent independent shareholder advisory service; and the Board has a history of ignoring proposals receiving a majority vote; the Board has long been unwilling to thoughtfully consider maximizing long-term shareholder value through a separation. Shareholders have every reason to demand that the Timken Board stop hiding behind wrong assertions and act in the best interests of all Timken shareholders. We urge shareholders to VOTE FOR the CalSTRS proxy proposal to unlock shareholder value through the separation of Timken’s Steel and Bearings businesses. For more information about the value-enhancing potential of CalSTRS’ proposal, please visit www.UnlockTimken.com. SHAREHOLDER PRESENTATION On February 28, 2013, Relational and CalSTRS filed a comprehensive presentation for Timken shareholders entitled: “Why a Separation of Timken’s Steel and Bearings Businesses Can Unlock Significant Shareholder Value” (http://www.sec.gov/Archives/edgar/data/98362/000110465913015663 /a13-). The presentation demonstrates the financial and operational logic of CalSTRS’ shareholder proxy proposal, which would enable Timken shareholders to vote for separating the two businesses. About Relational Investors LLC: Relational Investors LLC, founded in 1996, is a privately held, multi-billion dollar asset management firm and registered investment adviser. Relational invests in publicly traded companies that it believes are undervalued in the marketplace. The firm seeks to engage the management, board of directors, and shareholders of its portfolio companies in a productive dialogue designed to build a consensus for positive change to improve shareholder value. About the California State Teachers Retirement System: The California State Teachers’ Retirement System, with a portfolio valued at $161.5 billion as of February 28, 2013, is the largest educator-only pension fund in the world. CalSTRS administers a hybrid retirement system, consisting of traditional defined benefit, cash balance and voluntary defined contribution plans, as well as disability and survivor benefits. For 100 years, CalSTRS has served California’s public school educators and their families, who now number 862,000 from the state’s 1,600 school districts, county offices of education and community college districts. Media Contact: Robert Siegfried/Donald C. Cutler Kekst and Company 212-521-4800 or 415-852-3903 Investor Contact: Okapi Partners LLC Bruce H. Goldfarb/Charles W. Garske/Geoffrey Sorbello 212-297-0720 email@example.com (bjh) NY #<873920.6606184.108.40.206.0.76>#
RELATIONAL, CALSTRS ASK HOLDERS TO VOTE FOR CALSTRS PROPOSAL
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