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Investor group plans to nominate three directors to Ferro's board

By: By Scott Suttell
CRAIN'S CLEVELAND BUSINESS

January 25, 2013

MAYFIELD HEIGHTS, OHIO -- A group of investors in specialty chemicals maker Ferro Corp. says it plans to nominate three directors for election to the company's board.

The group calls itself the Shareholder Committee for the Future of Ferro and is led by FrontFour Capital Group LLC of Stamford, Conn., and Quinpario Partners LLC of New York. It said it is nominating the three director candidates — David A. Lorber, Jeffry N. Quinn and Nadim Z. Qureshi — because it is concerned about Mayfield Heights-based Ferro's "historic and current under-performance."

In November, James Kirsch, chairman, president and CEO of Ferro, resigned from those posts, less than three weeks after the company on Oct. 30 posted a third-quarter loss of $316 million as it absorbed significant charges related in part to its beleaguered solar pastes business.

Peter Thomas, Ferro's operating vice president of polymer and ceramic engineered materials, is serving as interim president and CEO.

The investor group also issued an open letter to Ferro shareholders. Among the letter's highlights:

• "The operating performance of the company continues to deteriorate and the share price as of Dec. 31, 2012, has declined by 15 percent, 49 percent, and 79 percent over the past one, three, and five calendar years, respectively. The ultimate scorecard of any board of directors and its management team is the creation of shareholder value. In the case of Ferro, the results speak for themselves, and not in a positive way. Left to its own devices, and allowed to maintain the status quo, we are concerned that the unsatisfactory past performance of the current Board and its management team is a precursor of further disappointing performance to come. Ferro has reached a critical juncture and further shareholder value must not be destroyed."

• The director nominees "are leading executives who have track records of creating shareholder value and will offer new perspective and insights to enhance sustainable long-term value and optimize the business for the benefit of all shareholders."

• 2013 is "a pivotal year" for Ferro. "With a Chief Executive Officer search underway and strategic alternatives being considered for the solar-paste business, many important decisions need to be made. We are concerned that given their poor past performance, the company's leadership is ill equipped to make the appropriate decisions to restore shareholder value."

• "Management's articulated strategy and its lackluster execution on that strategy have consistently failed to deliver results. Ferro's portfolio of assets is haphazard and illogically structured, the company's operating margins trail its specialty chemical peers, investments in underperforming businesses have continued to be authorized by the board, and the Board has continuously approved budgets with excessive SG&A levels."

• "With focus, Ferro can improve and grow its product offering, gain market share, and deliver to its shareholders improved profit margins and cash flow. The opportunity to transform and create value is now."

Ferro spokeswoman Mary Abood said company officials "have received and are reviewing the communication" from the group but would not comment immediately.