Ferro and the FrontFour-Quinpario Group Reach Agreement

  Ferro and the FrontFour-Quinpario Group Reach Agreement

Business Wire

CLEVELAND & GREENWICH, Conn. -- May 8, 2013

Ferro Corporation (NYSE: FOE) (the “Company”) and the FrontFour Capital Group
and Quinpario Partners (the “FrontFour-Quinpario Group”) today announced that
they have reached an agreement in connection with the Company’s 2013 Annual
Meeting of Shareholders.

Under the terms of the agreement, two members of the FrontFour-Quinpario
Group, Jeffry N. Quinn and David A. Lorber, will stand for election as Ferro
nominees to the Board of Directors at Ferro’s 2013 Annual Meeting on May 15,
2013. A third member of the FrontFour-Quinpario Group, Nadim Z. Qureshi, will
not stand for election. Ronald P. Vargo, a current member of the Ferro Board,
will be the third candidate for election to the Board of Directors. Richard C.
Brown and Gregory E. Hyland will not stand for reelection at the 2013 Annual
Meeting. Accordingly, the Company’s slate of nominees shall consist of Mr.
Quinn, Mr. Lorber and Mr. Vargo.

Sandra Austin will resign from the Board at the 2013 Annual Meeting, and Mr.
Hyland will be appointed by the Board to the class of directors to serve
through the 2014 Annual Meeting to fill the vacancy created by Ms. Austin’s
resignation.

Under the terms of the agreement, the FrontFour-Quinpario Group has withdrawn
its notice of nomination of all of its director candidates to the Ferro Board
and has agreed to vote its shares in favor of each of the Ferro Board’s
nominees at the 2013 Annual Meeting. In addition, the FrontFour-Quinpario
Group has agreed to abide by certain “standstill” restrictions.

“We believe this agreement with the FrontFour-Quinpario Group is in the best
interests of the Company and all Ferro shareholders,” said William B.
Lawrence, Chairman of the Ferro Board of Directors. “We look forward to Jeff’s
and David’s participation as Board members. We would also like to thank Sandra
Austin and Rick Brown for their many contributions to Ferro. Looking ahead,
the Board will remain focused on the continued execution of our strategic plan
and driving shareholder value.”

Mr. Quinn, Chairman and Chief Executive Officer of Quinpario Partners, LLC,
stated, “We are delighted to have reached an agreement with Ferro and we look
forward to working together constructively with the Board and management team
to help drive value for Ferro shareholders.”

The Ferro Board will also form a committee to evaluate strategies to enhance
shareholder value (the “Strategy Committee”), including optimizing the
Company’s capital structure, reviewing strategic proposals, reviewing Ferro’s
mix of businesses, and improving operating performance. The Strategy Committee
will be comprised of five members, consisting of three directors designated by
the Company, as well as Messrs. Quinn and Lorber. In addition, upon election
to the Board, Messrs. Quinn and Lorber will each be appointed as members of
either the Governance & Nomination Committee or Compensation Committee.

As a result of the agreement with the FrontFour-Quinpario Group, any white or
green proxy card which shareholders may have previously submitted will NOT be
voted at the 2013 Annual Meeting. Shareholders who have not yet voted, or who
have previously voted using a white or green proxy card, are asked to please
vote on the YELLOW proxy card to be provided by the Company.

As previously announced, Ferro’s 2013 Annual Meeting of Shareholders will be
held at 9:00 a.m. (Eastern Time) on May 15, 2013 at the Posnick Center of
Innovative Technology, 7500 East Pleasant Valley Road, Independence, Ohio
44131.



We encourage shareholders to vote their YELLOW proxy card by telephone or by
Internet to ensure that their shares are represented at the May 15th Annual
Meeting.

If you have questions about how to vote your shares on the YELLOW proxy card,
please contact the firm assisting us in the solicitation of proxies:

INNISFREE M&A INCORPORATED
Shareholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833




The complete agreement between Ferro and the FrontFour-Quinpario Group will be
filed as an exhibit to a Current Report on a Form 8-K to be filed with the
Securities and Exchange Commission (SEC).

Ferro’s definitive proxy materials are available on the SEC's website at
www.sec.gov.

About Ferro Corporation
Ferro Corporation (http://www.ferro.com) is a leading global supplier of
technology-based performance materials and chemicals for manufacturers. Ferro
products are sold into the building and construction, automotive, appliances,
electronics, household furnishings, and industrial products markets.
Headquartered in Mayfield Heights, Ohio, the Company has approximately 4,700
employees globally and reported 2012 sales of $1.8 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
    itscost-saving initiatives, including its restructuring programs, and to
    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;
  *exposure to lawsuits in the normal course of business;
  *risks and uncertainties associated with intangible assets;
  *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;
    and
  *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 Annual Report on Form 10-K for the period ended December
31, 2012.

Contact:

Ferro Corporation
Investor Contact:
John Bingle, 216-875-5411
Treasurer and Director of Investor Relations
john.bingle@ferro.com
or
Media Contact:
Mary Abood, 216-875-5401
Director, Corporate Communications
mary.abood@ferro.com
or
The FrontFour Group
FrontFour Capital Group LLC
David Lorber, 203-274-9050
or
Okapi Partners
Bruce Goldfarb/Pat McHugh/Chuck Garske, 212-297-0720
 
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