Tredegar Corporation (NYSE:TG) today announced that its Board of Directors has amended its shareholder rights agreement to better align it with shareholder interests and corporate governance best practices. The terms of the amended shareholder rights agreement (the “Revised Rights Agreement”):
|(i)||Increase the ownership threshold for triggering the rights agreement to 20 percent of the outstanding shares of the Company’s common stock from 15 percent. Investors holding in excess of 20 percent on the date of amendment are exempted from this provision and “frozen” at current ownership, although these investors may increase their ownership by up to one percent.|
|(ii)||Add a “qualifying offer” provision to allow shareholders representing at least 10% of the outstanding shares of the Company’s common stock to call a special meeting to vote to rescind the Revised Rights Agreement if a qualified offer is received.|
|(iii)||Eliminate “dead hand” provisions that allowed only “continuing directors” to redeem stock purchase rights issued under the existing rights agreement.|
|(iv)||Require approval by a majority of Tredegar shareholders within 12 months of the amendment. If the Revised Rights Agreement is not approved by a majority of Tredegar shareholders within 12 months of the amendment, the Board must redeem the Revised Rights Agreement.|
|(v)||Require re-approval of the Revised Rights Agreement by the majority of Tredegar shareholders by the third anniversary of initial shareholder approval. If the Revised Rights Agreement is not re-approved by a majority of Tredegar shareholders within such three years, the Board must redeem the Revised Rights Agreement.|
“Tredegar’s Board of Directors is focused on strengthening the Company’s corporate governance practices and ensuring they are closely aligned with the interests of our shareholders and corporate governance best practices,” said R. Gregory Williams, Chairman of the Board. “We believe the amendment of our shareholder rights agreement, which was originally adopted in 1989, demonstrates our commitment to this important initiative.”The Company will be filing a Current Report on Form 8-K with the Securities and Exchange Commission that provides a summary of the amendment to the Revised Rights Agreement and a Form 8-A/A that includes a copy of the Revised Rights Agreement. About Tredegar Tredegar Corporation is primarily a manufacturer of plastic films and aluminum extrusions. A global company headquartered in Richmond, Virginia, Tredegar had 2012 sales of $882 million. With approximately 2,700 employees, the company operates manufacturing facilities in North America, South America, Europe, and Asia. FORWARD-LOOKING AND CAUTIONARY STATEMENTS Some of the information contained in this press release may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. When we use the words “believe,” “estimate,” “anticipate,” “expect,” “project,” “likely,” “may” and similar expressions, we do so to identify forward-looking statements. Such statements are based on our then current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in or implied by these forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Factors that could cause actual results to differ from expectations include, without limitation: acquired businesses, including Terphane Holdings LLC (“Terphane”) and AACOA, may not achieve the levels of revenue, profit, productivity, or otherwise perform as we expect; acquisitions, including our acquisitions of Terphane and AACOA, involve special risks, including without limitation, diversion of management’s time and attention from our existing businesses, the potential assumption of unanticipated liabilities and contingencies and potential difficulties in integrating acquired businesses and achieving anticipated operational improvements; Film Products is highly dependent on sales to one customer — The Procter & Gamble Company (“P&G”); the loss or significant reduction of sales associated with P&G; growth of Film Products depends on its ability to develop and deliver new products at competitive prices; sales volume and profitability of Aluminum Extrusions are cyclical and highly dependent on economic conditions of end-use markets in the U.S., particularly in the construction sector, and are also subject to seasonal slowdowns; our substantial international operations subject us to risks of doing business in foreign countries, which could adversely affect our business, financial condition and results of operations; our future performance is influenced by costs incurred by our operating companies, including, for example, the cost of energy and raw materials; and the other factors discussed in the reports Tredegar files with or furnishes to the SEC from time-to-time, including the risks and important factors set forth in additional detail in “Risk Factors” in Part I, Item 1A of Tredegar’s 2012 Annual Report on Form 10-K (the “2012 Form 10-K”) filed with the SEC. Readers are urged to review and consider carefully the disclosures Tredegar makes in its filings with the SEC, which include the 2012 Form 10-K.