Clinton Group Responds To Latest Misleading Statements from Stillwater Mining
NEW YORK, May 1, 2013
NEW YORK, May 1, 2013 /PRNewswire/ --Clinton Group, Inc. ("Clinton"), a
stockholder of Stillwater Mining Company (NYSE: SWC) ("Stillwater" or
"Company"), that is seeking to replace the existing Stillwater board with
independent professionals, responded today to Stillwater's misleading press
release about settlement discussions.
Clinton noted that it has made multiple, specific proposals for settlement of
the proxy contest all of which would have resulted in the Clinton nominees
having less than a majority of the board, continuity of directors and
institutional knowledge and the appointment of new, unaffiliated directors who
were suggested by large Stillwater stockholders. The Company has seemingly
accepted several of these offers, only to later renege on those seemingly
accepted agreements later.
Most recently, Stillwater has been unavailable for more than 24 hours to
discuss a settlement and made a vague offer less than 5 minutes before the
Clinton principals were, as the Company knew, scheduled to board planes to
attend the annual meeting in a remote part of Montana. Within 30 minutes of
the plane departing, Stillwater put out a press release, knowing the Clinton
team could not easily respond.
The latest Company proposal was clearly unworkable-providing for a four-four
deadlocked board, with the incumbent contingent continuing to be dominated by
Frank McAllister, who would remain in place as CEO for an indefinite period.
Given that one of the Company's directors told Clinton representatives this
morning that Mr. McAllister has been "manipulating" the Company's directors in
an effort to ensure his continued role as CEO and that he has no willingness
to step aside as CEO or accept a proposal that threatens his control of the
board or his CEO job, Clinton does not believe the proposed, deadlocked board
is in the interest of stockholders.
Clinton remains willing to settle the proxy fight on a reasonable basis that
involves a substantial change in the composition of the board and a cohesive
group of directors who are agreed upon the general strategic direction of the
business. Given the overwhelming support the Clinton nominees have received
from Stillwater stockholders, Clinton does not believe the Company's
stockholders desire a deadlocked board with no clear agreement on strategy or
CLINTONRELATIONAL OPPORTUNITY MASTER FUND, L.P.,CLINTONMAGNOLIA MASTER
FUND, LTD.,CLINTON SPOTLIGHT MASTER FUND, L.P.,CLINTONRETAIL OPPORTUNITY
PARTNERSHIP, L.P.,CLINTONRELATIONAL OPPORTUNITY, LLC,CLINTONGROUP, INC.
ANDGEORGE E. HALL(COLLECTIVELY, "CLINTON") AND CHARLES R. ENGLES,SETH E.
GARDNER,MICHAEL MCMULLEN,MICHAEL MCNAMARA,PATRICE E. MERRIN, BRIAN
SCHWEITZER AND GREGORY P. TAXIN (TOGETHER WITHCLINTON, THE "PARTICIPANTS")
HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A
DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN
CONNECTION WITH THE PARTICIPANTS' SOLICITATION OF PROXIES FROM THE
STOCKHOLDERS OF STILLWATERMINING COMPANY (THE "COMPANY") FOR USE AT THE
COMPANY'S 2013 ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL
STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT
AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION BY THE PARTICIPANTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION
RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING
PROXY CARD HAVE BEEN FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS
AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE
SEC'S WEB SITE ATHTTP://WWW.SEC.GOV/. IN ADDITION, OKAPI PARTNERS
LLC,CLINTON'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY
STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING
(212) 297-0720 OR TOLL-FREE AT (855) 305-0857.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE PROXY
STATEMENT ON SCHEDULE 14A FILED BYCLINTON WITH THE SEC ONMARCH 26, 2013.
THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
SOURCE Clinton Group, Inc.
Contact: Connie Laux (212) 825-0400
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