GrafTech International Urges Stockholders to Vote FOR its Seven Director Nominees on the WHITE Proxy Card
May 09 2014 - 8:00AM
Business Wire
GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today urged
stockholders to vote “FOR” the Company’s seven highly
experienced and qualified director nominees – Joel Hawthorne, Randy
Carson, Mary Cranston, Thomas Danjczek, Ferrell McClean, Catherine
Morris and Steven Shawley – on the WHITE proxy card at the
Company’s May 15, 2014 Annual Meeting of Stockholders.
It is extremely important that stockholders vote as
soon as possible – no matter how many or how few shares they
own. Even if stockholders have already voted using the blue proxy
card, they have the right to change their vote to the WHITE
proxy card in support of GrafTech’s director nominees.
Since time is short, stockholders are encouraged to vote by
telephone or Internet according to the instructions on the
WHITE proxy card. Voting by telephone or Internet is
the best way for stockholders to ensure that their votes will be
counted. Stockholders who have questions or need assistance voting
their shares, or wish to change a prior vote of their shares, may
call Georgeson toll-free at (800) 509-0917 or contact them by email
at graftechproxy@georgeson.com.
VOTE THE WHITE PROXY CARD FOR THE GRAFTECH
BOARDTHAT IS CREATING VALUE AND DELIVERING RESULTS
- The Board and management team have
built an advantaged, low-cost, backward-integrated business model
that is supported by a strong capital structure. The Company
believes the business model has the power to deliver $500 million
to $600 million in EBITDA when market demand fully recovers.
- Over the past five years, GrafTech’s
Board and management team have implemented initiatives to improve
the competitive strength of the Company during the industry’s
current severe cyclical downturn and to best position GrafTech in
anticipation of a recovery in the steel market.
- GrafTech’s Board and management team
have a strong track record of value creation and a clear, winning
strategy to drive long-term stockholder value.
- GrafTech's experienced and highly
qualified Board is committed to serving the interests of ALL
stockholders.
- Two leading independent proxy advisory
firms, Glass Lewis and Egan-Jones, have recommended that GrafTech
stockholders vote “FOR” the Company’s experienced and highly
qualified nominees on the WHITE proxy card.
A VOTE ON THE BLUE PROXY CARD IS A VOTE FOR
A FLAWED STRATEGYTHAT GRAFTECH BELIEVES WILL DESTROY
STOCKHOLDER VALUE
The Milikowsky Group has presented a platform that, if
implemented, would be detrimental to stockholder value.
- Flawed Industrial Materials
Strategy: Redefining GrafTech’s graphite electrode commercial
strategy to focus on capacity expansion and commodity pricing in an
attempt to gain market-share would be met with an immediate
competitive response and result in a long-term negative impact on
GrafTech’s margins. The Milikowsky Group's commodity pricing
strategy would create a race to the bottom and destroy value for
GrafTech stockholders.
- Flawed Needle Coke Strategy:
Current low needle coke utilization levels have resulted in soft
needle coke pricing. An expansion of Seadrift capacity in the
current low price environment would have an immediate negative
impact on GrafTech’s margins and liquidity.
- Flawed Pricing Assumptions: The
Milikowsky Group's value proposition requires the largest price
increase in the history of the industry – approximately 40% and 35%
for graphite electrodes and needle coke, respectively, at the same
time it proposes to increase market-share. These assumptions are
completely unrealistic in the current market environment.
- Apart from the initiatives underway at
GrafTech, the strategies presented by the Milikowsky Group are
either unsound, based on flawed assumptions, misleading in nature
or simply inappropriate for a global carbon and graphite material
sciences business like GrafTech.
In addition, GrafTech reminds stockholders that Nathan
Milikowsky was not re-nominated to the Board in 2013 following
serious governance breaches and conduct that demonstrate he is not
qualified to serve on the Board.
PROTECT YOUR INVESTMENT – VOTE THE WHITE
PROXY CARD TODAY
GrafTech stockholders are reminded that their vote is important,
no matter how many or how few shares they own. Whether or not
stockholders plan to attend the Annual Meeting, they have an
opportunity to protect their investment in GrafTech by voting
FOR GrafTech’s seven director nominees using the
WHITE proxy card today.
Voting by telephone or Internet is the best way for stockholders
to ensure that their votes will be counted. Stockholders who have
questions or need assistance voting their shares, or wish to change
a prior vote of their shares, may call Georgeson toll-free at (800)
509-0917.
If stockholders have questions or need
assistance in voting their shares, they should call:
Georgeson
480 Washington Boulevard, 26th Floor
Jersey City, NJ 07310
(800) 509-0917 (Toll Free)
e-mail: graftechproxy@georgeson.com
GrafTech International is a global company that has been
redefining limits for more than 125 years. We offer innovative
graphite material solutions for our customers in a wide range of
industries and end markets, including steel manufacturing, advanced
energy applications and latest generation electronics. GrafTech
operates 20 principal manufacturing facilities on four continents
and sells products in over 70 countries. Headquartered in Parma,
Ohio, GrafTech employs approximately 3,000 people. For more
information, call 216-676-2000 or visit www.GrafTech.com.
NOTE ON FORWARD-LOOKING STATEMENTS: This letter contains
forward-looking statements (within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934) about certain nominations for election of
directors, future or targeted operational and financial
performance; growth prospects and rates, the markets we serve,
strategic plans and our position in our industry. Our expectations
are not predictions of actual performance and historically our
performance has deviated, often significantly, from our
expectations. Actual future events, circumstances, performance and
trends could differ materially, positively or negatively, from
those set forth in these statements due to various factors,
including: unforeseen delays, costs or liabilities associated with
our initiatives as well as our growth and other plans, changes in
market prices of our securities, changes in business and economic
conditions and growth trends in the industry, changes in customer
markets and various geographic regions, uncertainties in the
geopolitical environment, and other risks and uncertainties,
including those detailed in our SEC filings, as well as future
decisions by us. Forward-looking statements speak only as of the
date they are made, and we undertake no obligation to publicly
update or revise any of them in light of new information, future
events or otherwise. This letter does not constitute an offer or
solicitation as to any securities.
IMPORTANT ADDITIONAL INFORMATION: GrafTech and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the 2014 Annual
Meeting. GrafTech has filed a definitive proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) in connection
with the solicitation of proxies from GrafTech stockholders for the
2014 Annual Meeting. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ
THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD
WITH RESPECT TO THE 2014 ANNUAL MEETING AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, is set forth in the definitive proxy statement and other
materials filed with the SEC in connection with GrafTech’s Annual
Meeting. Information regarding the direct and indirect beneficial
ownership of GrafTech’s directors and executive officers in
GrafTech securities is set forth in the definitive proxy statement
and other materials filed with the SEC in connection with
GrafTech’s 2014 Annual Meeting. Stockholders will be able to obtain
free copies of the definitive proxy statement, any amendments or
supplements to the definitive proxy statement and other documents
filed with the SEC by GrafTech through the web site maintained by
the SEC at www.sec.gov and on GrafTech’s web site at
http://ir.graftech.com/.
GrafTech InternationalKelly Taylor, 216-676-2293Director,
Investor Relations & Corporate CommunicationsorJoele Frank,
Wilkinson Brimmer KatcherJamie Moser / Jed Repko, 212-355-4449