Accuride Corporation (NYSE: ACW), a leading supplier of components to the North American commercial vehicle industry, announced that it has reached an agreement with Cetus Capital and certain of its affiliates (collectively, “Cetus”) that provides, among other things, for the appointment of a Cetus designee, expected to be Robert E. Davis, to the Company’s board of directors in January 2013 and the nomination of Mr. Davis for election at the Company’s 2013 annual meeting of stockholders. Mr. Davis would bring significant financial, capital markets and leadership experience to the Board with over 25 years of experience at leading investment firms specializing in driving long term value. Cetus is Accuride’s largest shareholder and currently owns approximately 14.9% of Accuride’s shares.
Under the terms of the agreement, Cetus agreed to vote in favor of the Accuride director nominees at the Company’s 2013 annual meeting of stockholders and to abide by certain standstill provisions until shortly before the deadline for advance notice of director nominations under Accuride’s bylaws for the Company’s 2014 annual meeting of stockholders. In addition, Accuride has agreed at Cetus’s request to shorten the expiration date of its shareholder rights plan such that it will expire no later than April 30, 2014, and Cetus has agreed to vote in favor of the reduced duration rights plan at the 2013 annual meeting. Accuride’s Board has also granted a limited waiver under Section 203 of the Delaware General Corporation Law that will permit Cetus to increase its ownership to up to an aggregate of 19.99% of the Company’s shares.
“We look forward to welcoming Rob Davis to the Board,” said Rick Dauch, Accuride’s President and Chief Executive Officer. “Accuride’s Board and management team are committed to strong corporate governance, and we recognize the importance of bringing fresh and diverse perspectives to the boardroom. We will benefit from Rob’s insight and experience, as we work to build upon Accuride’s leadership position as a supplier of components to the North American commercial vehicle industry and continue to enhance shareholder value.”