GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today announced that, in an effort to reach a mutually agreeable resolution that would benefit all stockholders and avoid a potentially costly and distracting proxy contest, it has made two separate settlement offers to the Daniel and Nathan Milikowsky Group. The Daniel and Nathan Milikowsky Group, which has nominated five directors to stand for election to the Company’s existing seven person Board to take control of the Company at the May 15, 2014 Annual Meeting, has rejected both offers.
Since the Daniel and Nathan Milikowsky Group first made its intentions public, Nathan Milikowsky and Joel L. Hawthorne, President and Chief Executive Officer of GrafTech, have had three in-person meetings and numerous telephone conversations. The most recent settlement offer was put forward in a meeting between Mr. Hawthorne and Nathan Milikowsky on March 20, 2014. Mr. Hawthorne, acting on behalf of the Board, proposed that GrafTech would add four new candidates for election to the Board at the upcoming Annual Meeting as well as a standstill through the 2015 Annual Meeting. The four new candidates would have included two of the Daniel and Nathan Milikowsky Group’s nominees who meet GrafTech’s corporate governance criteria and two highly qualified independent candidates with relevant industry experience selected by the GrafTech Board.
While GrafTech believes it is unfortunate that the Daniel and Nathan Milikowsky Group has rejected the settlement offers, the Company does not believe it is in stockholders’ interests to have an expensive and distracting proxy contest at the upcoming Annual Meeting. Accordingly, as the Company has indicated to Nathan Milikowsky directly, GrafTech remains open to continuing to engage with the Daniel and Nathan Milikowsky Group in order to reach a mutually agreeable resolution, including having representation from its proposed slate on the GrafTech Board.
The GrafTech Board and management team are confident that the Company has the right leadership and strategy to continue driving value for all stockholders. GrafTech has had a strong track record of success and is positioned to deliver long-term growth and stockholder value. Over the last five years, the Board and management team have taken key steps to strengthen and transform the business, including:
- Successfully completed and integrated four acquisitions;
- Expanded end markets as well as technology and processing capabilities;
- Secured the supply of a key raw material through backward integration;
- Since 2009, grew Engineered Solutions’ sales at a compound annual rate of over 20%;
- Launched in October 2013, a transformative restructuring of the Company’s global production network to dramatically improve its cost structure and reduce inventory;
- Reduced SG&A by 18% in 2013; and
- Maintained a strong balance sheet in a challenging economic and industry environment.
GrafTech intends to file its preliminary proxy materials with the U.S. Securities and Exchange Commission shortly.