GrafTech International Ltd.’s (NYSE:GTI) (“GrafTech”) Chief Executive Officer and President, Joel Hawthorne, today sent a letter to Nathan Milikowsky to set the record straight in response to the incomplete and misleading statements made by the Milikowsky Group in its letter dated April 13, 2014.
The full text of Mr. Hawthorne’s letter is included here:
Nathan Milikowsky822 Boylston Street, Suite 106Chestnut Hill, MA 02467
It is unfortunate that you are mischaracterizing our settlement proposal in order to distract GrafTech stockholders from the key issues. Most importantly, your proposed strategy for the Company is flawed and is not in the best interest of all stockholders. In contrast, we are confident that we have the right Board and management team with the right strategy to deliver value to all GrafTech stockholders.
The GrafTech Board continues to demonstrate its commitment to working with the Daniel and Nathan Milikowsky Group to reach a reasonable agreement and avoid a proxy contest. That commitment was reaffirmed through GrafTech’s third settlement proposal, which I presented to you on April 9, 2014.
With respect to the counter-proposal you presented on April 11, 2014, the GrafTech Board found one key aspect of it – namely that you immediately be reinstated to the Board prior to a review of your qualifications and eligibility to serve – to be unacceptable due to your prior governance breaches and conduct that demonstrated you were not a qualified candidate. Later that same day, we made a very reasonable counter-proposal on substantially the same terms as those in your proposal, which addressed that one key aspect in a method we believe is fair. Attached is a side-by-side comparison of our proposals.
I want to make very clear that, as I’ve indicated to you in our conversations, the GrafTech Board stands behind its prior investigation, process and findings. The Board’s initial investigation was thorough and thoughtful and conducted with the assistance of well-recognized, highly experienced, independent investigatory counsel, Morris, Nichols, Arsht & Tunnell LLP, which reported to a Special Committee of the Board comprised entirely of independent directors.