Cruiser Capital Releases Detailed Presentation on Ashland
January 15 2019 - 9:31AM
Business Wire
Highlights Ashland’s Clear, Urgent
Operational and Corporate Governance Problems
Demonstrates the Current Board’s Lack of
Independence and Accountability to Stockholders, Efforts to
Obfuscate the Facts, and Failure to Adequately Oversee Ashland’s
Management
Ashland Deserves a Board that is Aligned
with Stockholders, Yet the Current Board’s Actions Reveal a
Consistent Pattern of Poor Corporate Governance
Steps Taken by Ashland Continue to
Disenfranchise Stockholders – All Stockholders Should Have the
Right to Elect Their Board Representatives
Vote Now on the WHITE Proxy Card to Elect
Cruiser’s Nominees – Industry Veterans Dr. Bill Joyce, Allen
Spizzo, Carol Eicher and Pat Gottschalk – to the Board
Cruiser Capital Advisors, LLC (“Cruiser”), the beneficial owner
of approximately 2.5% of the shares of Ashland Global Holdings Inc.
(“Ashland” or “the Company”) (NYSE:ASH) today issued a detailed
presentation outlining the persistent operational,
underperformance, and corporate governance issues plaguing the
Company and demonstrating why stockholders should elect Cruiser’s
four highly-qualified nominees to the Board of Directors (“Board”)
at the Company’s 2019 Annual Meeting of Stockholders (“Annual
Meeting”).
The presentation is available at www.ElevateAshland.com.
Keith M. Rosenbloom, Founder and Managing Member of Cruiser,
stated, “We believe that good governance helps to define corporate
culture and directly impacts superior operating performance.
Ashland has gone to great lengths to not constructively engage with
the Shareholder Nominees. Their sequence of transparent
entrenchment tactics has clearly revealed a culture of poor
corporate governance and the Board’s seeming lack of respect for
shareholder rights.”
Key highlights from the presentation include:
- Ashland’s Board has been derelict in
overseeing management and addressing critical operational and
performance challenges, including:
- Lack of Organic Growth
- Sub-Optimal Margins
- Poor Quality of Earnings
- Poor Return on Assets
- Anemic Free Cash Flow
- Failed Restructurings/Initiatives
- Bloated Cost Structure
- High Management Compensation
- Ashland’s current directors have
failed on nearly all counts when it comes to the attributes of a
well-functioning Board, including transparency, alignment with
stockholders, and effective oversight and independence:
- The Board promotes TSR metrics that are
impossible to have realized
- The Board has engaged in obvious
entrenchment tactics to avoid constructive engagement with
stockholders
- Ashland has mainly “reacted” versus
being “proactive” when it comes to addressing operational and
corporate governance problems – making improvements only when
pushed by stockholders – why is that tolerable?
- The Board has failed to follow its own
corporate guidelines
- Cruiser’s four nominees are chemical
industry veterans and possess the right executive experience and
industry expertise needed to guide and challenge management and
drive desperately-needed change. Each of the director nominees
is highly invested in Ashland stock and fully aligned with
shareholders as opposed to the directors we hope to replace who
have never purchased a share of stock. The shareholder nominees
are:
- Dr. Bill
Joyce – Director and Committee Chair of Hexion Inc.;
Former CEO of: Union Carbide (purchased by Dow Chemical), Hercules
(ultimately purchased by Ashland, and now a key component of ASI)
and Nalco (purchased by Ecolab); Recipient of the Society of
Chemical Industry Perkin Medal Award (the highest honor in the U.S.
chemical industry). His trusts have purchased $35 million of
Ashland Common Stock.
- Allen
Spizzo – Former CFO of Hercules; Has an intimate
knowledge of Ashland’s businesses; Director of Ferro Corp (NYSE:
FOE), a leading specialty coatings business, where he chairs the
Compensation Committee and is a member of the Audit Committee;
Former director of A. Schulman (SHLM) which was sold to
LyondellBasell (LYB) and OM Group (OMG) which was sold to Apollo.
Has purchased Ashland stock.
- Carol S.
Eicher – President and Chief Executive Officer of
Innocor, Inc. where she led its integration, growth and ultimate
sale, generating a >4x return for her investors; Held senior
leadership positions at Dow Chemical, Rohm and Haas, Ashland
Chemical Company, and E.I. DuPont de Nemours; Director at Tennant
(NYSE: TNC) where she chairs the Governance Committee; Former
director of A. Schulman (SHLM). Has bought equity interests in
Ashland.
- Pat
Gottschalk – Former Chairman and CEO of Union Carbide
(2007-2012); Former President of Dow’s multi-billion dollar
coatings, monomers and plastic additives business; Director of
Superior Plus Corporation (TSX: SPB) – member of Audit and Health,
Safety and Environment Committees. Has purchased Shares
of Ashland Common Stock.
- Cruiser’s nominees believe that
solutions are urgently needed to maximize the underlying value of
Ashland’s businesses and drive stockholder value, including:
- Understanding the underlying problems,
in depth, driving Ashland’s underperformance, which the Company’s
lack of engagement to date has hindered
- Having the CEO hold town meetings so
that all employees understand Ashland has real performance problems
confronting it
- Initiating Work Process Redesign
productivity
- Providing advice to the CEO on
technology issues and commercialization and growth of new
productions
- Becoming best-in-class in corporate
governance
Rosenbloom continued: “As Ashland shareholders, we have been
continually disappointed by the Company’s failure to address its
persistent underperformance driven by operational and governance
issues. Shockingly, for over six months the Company refused to even
speak with the highly-regarded industry experts that we offered to
make available – including Dr. Bill Joyce and Allen Spizzo – who
are both noted executives with extensive experience. Ashland’s
actions in the face of our attempted engagement can only lead to
one conclusion – the Board is plagued by a deep-seated culture of
entrenchment. Ashland needs truly independent voices – elected by
all stockholders – in the boardroom. We believe that our four
nominees are the right individuals to deliver real change at
Ashland and unlock the value that we believe exists there. We
strongly urge the Company’s stockholders to make their voices heard
at the upcoming Annual Meeting.”
Cruiser urges its fellow stockholders to vote on the WHITE proxy
card for the election of its four highly-qualified nominees – Dr.
Bill Joyce, Allen Spizzo, Carol Eicher, and Pat Gottschalk – at
Ashland’s upcoming Annual Meeting on Friday, February 8, 2019.
About Cruiser Capital
Advisors
Cruiser Capital Advisors, LLC is an investment management firm
that concentrates its investments in companies it believes trade at
public market values substantially different from intrinsic value.
Cruiser often utilizes a constructivist approach to collaborate
with management teams to help drive stockholder value. Cruiser may
be contacted at Info@Cruisercap.com.
Publicly Available
Information
The financial and performance information provided in the press
release and letter is based on publicly available data and
information reported by Ashland. Cruiser does not warrant the data
and information reported by Ashland. Cruiser cannot and does not
guarantee the accuracy, validity, timeliness or completeness of any
data or information or data reported by Ashland. None of the
information contained in the press release and letter constitutes a
recommendation, solicitation or offer to buy or sell any securities
of Ashland.
Important Information
On January 7, 2019, Cruiser Capital Master Fund LP filed with
the Securities and Exchange Commission (the “SEC”) a definitive
proxy statement on Schedule 14A (the “proxy statement”) and WHITE
proxy card in connection with the 2019 Annual Meeting of
Stockholders of Ashland Global Holdings Inc. (the “Company”). Cruiser Capital Master Fund LP has
nominated four individuals as nominees to the Company’s board of
directors and is soliciting votes for the election of those
individuals as members of the Company’s board of directors. The
individuals that have been nominated are Allen A. Spizzo, William
H. Joyce, Patrick E. Gottschalk and Carol S. Eicher (the
“Nominees”). Stockholders are urged
to read the definitive proxy statement and WHITE proxy card because
they contain important information about the Nominees, the Company
and related matters. Stockholders may obtain a free copy of the
definitive proxy statement and WHITE proxy card and other documents
filed with the SEC by Cruiser Capital Master Fund LP and its
affiliates (the “Cruiser Capital
Parties”) at the SEC’s web site at www.sec.gov. The
definitive proxy statement and other related SEC documents filed
with the SEC by the Cruiser Capital Parties may also be obtained
free of charge from the Cruiser Capital Parties, upon request.
Participants in
Solicitation
The following persons may be deemed to be participants in the
planned solicitation from the Company’s stockholders of proxies in
favor of the Nominees (the “Participants”): Cruiser Capital Advisors, LLC,
Keith M. Rosenbloom, Cruiser Capital Master Fund LP, Metamorphosis
IV LLC, Allen A. Spizzo, William H. Joyce, Patrick E. Gottschalk
and Carol S. Eicher. The Participants may have interests in the
solicitation, including as a result of holding shares of the
Company’s common stock. Information regarding the Participants
and their interests may be found in the proxy statement, as filed
with the SEC on January 7, 2019 and incorporated herein by
reference.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190115005526/en/
Investor Contact:Bruce Goldfarb / Jason AlexanderOkapi
Partners LLC212-297-0720ElevateAshland@okapipartners.com
Media Contact:Dan Zacchei / Joe GermaniSloane &
Company212-486-9500dzacchei@sloanepr.com /
jgermani@sloanepr.com
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