Leading Independent Proxy Advisory Firms ISS And Glass Lewis Recommend Accuride Shareholders Vote

Accuride Corporation (NYSE:ACW) ("Accuride" or the "Company") - a leading supplier of components to the North American and European commercial vehicle industries - today announced that Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis"), leading independent proxy advisory firms, have recommended that Accuride shareholders vote "FOR" the proposed transaction for Accuride to be acquired by affiliates of Crestview Partners ("Crestview") at Accuride's Special Meeting of Shareholders (the "Special Meeting") on November 15, 2016.

In its November 2, 2016 report recommending that shareholders vote "FOR" the proposed Crestview transaction, ISS stated, among other things 1:
  • "A vote FOR the proposed transaction is warranted based on the 55.4 percent premium to ACW's unaffected price; the robust sale process; the high indebtedness of 4.3x net debt/NTM EBITDA, which could impact renegotiation of the company's 2018 debt maturities; the fact that the offer implies a 6.3x EV/NTM EBITDA multiple (10 percent above the company's 5-year historical median); and the apparent lack of an asymmetric upside potential if the company remains standalone."

In its November 1, 2016 report recommending that shareholders vote "FOR" the proposed Crestview transaction, Glass Lewis stated, among other things 1:
  • "...[W]e believe that a standalone strategy carries a fairly significant amount of execution risk, particularly considering the Company's untenable capital structure. Since the Company will likely need a significant cash infusion in the near future, any standalone strategy would almost assuredly expose existing shareholders to further potential equity and share price dilution. In comparison, the proposed merger provides existing shareholders with certainty of value for their Accuride shares at a substantial premium to the Company's recent unaffected prices."
  • "We also point out that for all but one of the trading days between the initial announcement date of the deal and the publication date of our Proxy Paper (i.e., from September 2, 2016 to November 1, 2016), the Company's share price has closed at or slightly below the proposed merger consideration (average daily merger arbitrage spread of approximately 2.5%). This suggests to us that most investors likely believe that Crestview's offer represents the best value for the Company at this time."

John Risner, Chairman of Accuride's Board of Directors, stated, "We are pleased that ISS and Glass Lewis support the proposed Crestview transaction and recognize the significant and immediate value that Crestview's all-cash $2.58 per share offer provides Accuride shareholders. The Crestview transaction was the outcome of an extensive and thorough strategic review process, and ISS' and Glass Lewis' endorsement aligns with the Accuride Board's conviction that this value-maximizing transaction is the best available outcome for the Company and its shareholders."

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