April 22, 2013
- Responds to misleading letter sent to Ferro shareholders by Ferro Board
- Reiterates willingness to revise offer following due diligence
- Ferro and A. Schulman shareholders express strong support for serious consideration of A. Schulman's proposal
- Company has financial capability to complete Ferro acquisition
A. Schulman, Inc. (Nasdaq-GS: SHLM) and its Board of Directors stated today that it continues to encourage the Ferro Corporation (NYSE: FOE) Board of Directors to seriously consider its previously announced offer to acquire Ferro.
As announced on
March 4, 2013
, A. Schulman has made a proposal to acquire all of the outstanding shares of Ferro common stock for per-share consideration of
, representing a 25% premium that day, and has expressed its willingness to adjust its initial offer as warranted by a customary due diligence process. The offer was flatly rejected by the Ferro Board in a brief note without further discussion or the opportunity for A. Schulman to conduct due diligence.
"Contrary to what the Ferro Board of Directors stated in a letter to Ferro shareholders dated
April 18, 2013
, our proposal is not a 'low-ball' offer, and we have publicly stated that we are open to revising the terms and structure of our initial offer, provided we are given an opportunity to conduct customary due diligence and engage in a meaningful dialogue with Ferro," said
Joseph M. Gingo
, Chairman, President and Chief Executive Officer of A. Schulman. "We have been and continue to be disappointed by the Ferro Board's refusal to talk, evidently driven by their stated desire to 'stay independent.' Ferro has chosen to misrepresent our position, has made unsubstantiated and inaccurate statements about A. Schulman's ability to complete the acquisition, and has not mentioned the overwhelming support from both Ferro and A. Schulman shareholders for consideration of our proposal. As a result, we feel obligated to set the record straight and respond to these inaccuracies."
Schulman Offer Represents Significant Premium to Ferro's Recent Stock Price
Far from trying to "lure Ferro into low-ball negotiations," A. Schulman's proposal represents premiums of 21%, 32%, 44% and 64%, respectively, to Ferro's 30-, 60-, 90- and 180-day volume weighted average prices prior to
March 4, 2013
, when the offer was publicly disclosed. It also represents a 173% premium to the 52-week low for Ferro, which was as recent as
A. Schulman's intention in publicly disclosing the offer was simply to allow Ferro shareholders to both understand and weigh in on a business combination which A. Schulman believes would create substantial value for both companies' shareholders.