RiskMetrics Group Supports Shamrock Activist Value Fund, L.P. in Texas Industries Proxy Contest
October 12 2009 - 8:00AM
Business Wire
RiskMetrics Group, a leading independent proxy advisory firm, is
recommending that Texas Industries, Inc. (NYSE:TXI) shareholders
vote “FOR” the Shamrock Activist Value Fund, L.P.’s three nominees
to the Texas Industries Board of Directors and “FOR” all three of
its corporate governance shareholder proposals at the company’s
annual meeting of shareholders scheduled for Oct. 22, 2009.
The support of RiskMetrics follows the Oct. 8 recommendation by
Proxy Governance, Inc., another top proxy advisory firm that Texas
Industries shareholders vote “FOR” the election of the Shamrock
Activist Value Fund, L.P.’s three nominees to the Texas Industries
Board of Directors and “FOR” its three corporate governance
shareholder proposals.
In making its shareholder voting recommendation, RiskMetrics
stated “the presence of the three [Shamrock Activist Value Fund,
L.P.] nominees on the [Texas Industries] board would likely prove
beneficial to shareholder value. The long-term financial and
operational performance of the company, as well as the prevalence
of several shareholder unfriendly governance provisions, establish
the need for change. Further, we believe the dissidents’ diverse
skill sets will prove beneficial to the board.”
In its proxy analysis, Proxy Governance wrote that in its view
“shareholders cannot expect a sustainable recovery [at Texas
Industries] without taking the extraordinary actions of shaking up
both the board and the corporate governance regime.”
Dennis Johnson, CFA, managing director of Shamrock Capital
Advisors, the investment advisor for the Shamrock Activist Value
Fund, said: “We are gratified that both RiskMetrics and Proxy
Governance independently came to the same conclusion that we have:
it’s time to change the status quo at Texas Industries.”
Since announcing its nomination of three candidates to the Texas
Industries Board of Directors and its three corporate governance
shareholder proposals, Shamrock Activist Value Fund, L.P. has
gained the public support of two of the company’s largest
shareholders and the nation’s largest public pension fund. Mr.
Nassef Sawiris, who beneficially owns almost 15% of the outstanding
shares of Texas Industries common stock, and Southeastern Asset
Management, Inc., which holds more than 9%, have announced their
intent to vote for all three Shamrock Activist Value Fund, L.P.
nominees and for all three of its shareholder proposals, as has the
California Public Employees Retirement System (CalPERS).
Shamrock Activist Value Fund is one of five separate investment
funds managed by Shamrock Capital Advisors, Inc., a subsidiary of
Shamrock Holdings, Inc., the investment vehicle of the Roy E.
Disney family. Together with its parallel investment vehicle, the
Shamrock Activist Value Fund, L.P. owns 10.2% of Texas Industries
shares.
About RiskMetrics Group
With more than 20 years’ experience, RiskMetrics Group is an
industry leader in providing comprehensive proxy research to some
of the world’s largest and most important financial institutions.
The firm covers more than 40,000 meetings – every holding within
its clients’ portfolios in over 100 developed and emerging markets
worldwide.
The Shamrock Activist Value Fund, L.P. has filed its definitive
proxy materials for the 2009 Annual Meeting of Texas Industries
Shareholders with the Securities and Exchange Commission (the
“SEC”). Copies of all proxy materials Shamrock Activist Value Fund,
L.P. files with the SEC are available without charge at the SEC’s
website at www.sec.gov and its definitive proxy materials also may
be obtained without charge at http://www.shamrock-txiproxy.com.
Information regarding the participants in the Shamrock Activist
Value Fund, L.P.’s solicitation of proxies for the annual meeting
is contained in Shamrock Activist Value Fund, L.P.’s definitive
proxy statement, which also contains information regarding why
Shamrock Activist Value Fund, L.P. believes Texas Industries
shareholders should vote the WHITE proxy card “FOR” its three
director nominees and “FOR” its three shareholder proposals.
Shareholders who need assistance voting their shares may contact
MacKenzie Partners, Inc., Shamrock Activist Value Fund, L.P.’s
proxy solicitor by calling (800) 322-2885 or e-mailing to
savf-txi@mackenziepartners.com.
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