Ferro Confirms Prior Receipt and Rejection of Unsolicited Proposal from A. Schulman

Mon Mar 4, 2013 12:27pm EST

* Reuters is not responsible for the content in this press release.

http://pdf.reuters.com/htmlnews/8knews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20130304:nBw046389a

Advises Shareholders to Take No Action at This Time
CLEVELAND--(Business Wire)--
Ferro Corporation (NYSE: FOE, the "Company") today confirmed that its Board of
Directors had previously received and rejected an unsolicited proposal from A.
Schulman, Inc. (Nasdaq: SHLM) to acquire all of the outstanding shares of Ferro
common stock for $6.50 per share in cash and stock. 

Ferro`s Board of Directors, in consultation with financial and legal advisors,
unanimously determined that the A. Schulman proposal is not in the best
interests of Ferro shareholders and that continued execution of the Company`s
value creation strategy will deliver greater value to Ferro shareholders. 

Ferro advises shareholders to take no action at this time. 

Goldman, Sachs & Co. is serving as Ferro`s financial advisor, and Jones Day is
serving as its legal advisor. 

About Ferro Corporation

Ferro Corporation (http://www.ferro.com) is a leading global supplier of
technology-based performance materials for manufacturers. Ferro materials
enhance the performance of products in a variety of end markets, including
building and construction, automotive, appliances, electronics, household
furnishings, pharmaceuticals, and industrial products. Headquartered in Mayfield
Heights, Ohio, the Company has approximately 4,860 employees globally and
reported 2011 sales of $2.2 billion. 

Cautionary Note on Forward-Looking Statements

Certain statements in this press release may constitute "forward-looking
statements" within the meaning of Federal securities laws. These statements are
subject to a variety of uncertainties, unknown risks and other factors
concerning the Company`s operations and business environment. Important factors
that could cause actual results to differ materially from those suggested by
these forward-looking statements and that could adversely affect the Company`s
future financial performance include the following:

* demand in the industries into which Ferro sells its products may be
unpredictable, cyclical or heavily influenced by consumer spending; 
* Ferro's ability to successfully implement its value creation strategy; 
* Ferro`s ability to successfully implement and/or administer its cost-saving
initiatives, including its restructuring programs and produce the desired
results, including projected savings; 
* restrictive covenants in the Company`s credit facilities could affect its
strategic initiatives and liquidity; 
* Ferro`s ability to access capital markets, borrowings, or financial
transactions; 
* the effectiveness of the Company`s efforts to improve operating margins
through sales growth, price increases, productivity gains, and improved
purchasing techniques; 
* the availability of reliable sources of energy and raw materials at a
reasonable cost; 
* currency conversion rates and economic, social, regulatory, and political
conditions around the world; 
* Ferro`s presence in certain geographic regions, including Latin America and
Asia-Pacific, where it can be difficult to compete lawfully; 
* increasingly aggressive domestic and foreign governmental regulations on
hazardous materials and regulations affecting health, safety and the
environment; 
* Ferro`s ability to successfully introduce new products or enter into new
growth markets; 
* sale of products into highly regulated industries; 
* limited or no redundancy for certain of the Company`s manufacturing facilities
and possible interruption of operations at those facilities; 
* Ferro`s ability to complete future acquisitions or dispositions, or
successfully integrate future acquisitions; 
* competitive factors, including intense price competition; 
* Ferro`s ability to protect its intellectual property or to successfully
resolve claims of infringement brought against the Company; 
* management of Ferro`s general and administrative expenses; 
* Ferro`s multi-jurisdictional tax structure; 
* the impact of the Company`s performance on its ability to utilize significant
deferred tax assets; 
* the effectiveness of strategies to increase Ferro`s return on capital; 
* the impact of operating hazards and investments made in order to meet
stringent environmental, health and safety regulations; 
* stringent labor and employment laws and relationships with the Company`s
employees; 
* the impact of requirements to fund employee benefit costs, especially
post-retirement costs; 
* implementation of new business processes and information systems; 
* the impact of interruption, damage to, failure, or compromise of the Company`s
information systems; 
* manufacture and sale of products into the pharmaceutical industry; 
* exposure to lawsuits in the normal course of business; 
* risks and uncertainties associated with intangible assets, including the final
amount of impairment and other charges described in this press release; 
* Ferro`s borrowing costs could be affected adversely by interest rate
increases; 
* liens on the Company`s assets by its lenders affect its ability to dispose of
property and businesses; 
* Ferro may not pay dividends on its common stock in the foreseeable future; an 
* other factors affecting the Company`s business that are beyond its control,
including disasters, accidents, and governmental actions.

The risks and uncertainties identified above are not the only risks the Company
faces. Additional risks and uncertainties not presently known to the Company or
that it currently believes to be immaterial also may adversely affect the
Company. Should any known or unknown risks and uncertainties develop into actual
events, these developments could have material adverse effects on our business,
financial condition and results of operations. 

This release contains time-sensitive information that reflects management`s best
analysis only as of the date of this release. The Company does not undertake any
obligation to publicly update or revise any forward-looking statements to
reflect future events, information or circumstances that arise after the date of
this release. Additional information regarding these risks can be found in our
most recent Annual Report on Form 10-K.

Investor Contact:
Ferro Corporation
John Bingle, 216-875-5411
Treasurer and Director, Investor Relations
E-mail: john.bingle@ferro.com
or
Innisfree M&A Incorporated
Jennifer Shotwell / Larry Miller, 212-750-5833
or
Media Contact:
Mary Abood, 216-875-5401
Director, Corporate Communications
E-mail: mary.abood@ferro.com
or
Joele Frank, Wilkinson Brimmer Katcher
Matthew Sherman / Tim Lynch / James Golden, 212-355-4449 

Copyright Business Wire 2013

Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.