Ashland and Hedge Fund End Proxy Fight
US specialty chemicals company Ashland has reached agreement with hedge fund Cruiser Capital, ending a proxy battle.
The New York-based investment fund has been pushing Ashland’s management for several months to improve margins and was seeking to remove four current board members along with William Wulfsohn in his role as chairman.
Under terms of the deal, Cruiser Capital, which holds a 2.5% stake in Ashland, will help select two new independent members to the Ashland board. The hedge fund said it will withdraw its four nominated directors and vote in favor of Ashland’s slate of nominees at an annual shareholder meeting scheduled for Feb. 8.
Ashland will also appoint William Joyce, retired former chairman and CEO of Nalco, Hercules and Union Carbide, and vice chairman of Dow Chemical, as a consultant on operations-related matters. Joyce will work closely with Ashland’s chairman and CEO Wulfsohn and report his recommendations to the Ashland board.
In addition, Ashland will appoint one or both of Craig Rogerson and Jerome Peribere to the board’s governance and nominating committee. Rogerson is the current chairman, president and CEO of US specialty chemicals company Hexion and Peribere was formerly president and CEO of US packaging company Sealed Air until his retirement in December 2017.
“We are pleased to have reached this agreement so we can return our full attention to executing on our ongoing transformation and achieving our financial and operational objectives,” Wulfsohn said.
Keith Rosenbloom, Cruiser’s managing director, said it was encouraged by recent discussions with Ashland, which had made significant positive corporate governance and board leadership changes. He commented: “We continue to be very enthusiastic about Ashland’s future as it focuses on growing and further strengthening its unique and valuable asset base.”
Under the deal, Cruiser has pledged not to engage in any proxy fights, nominate any directors or engage in public criticism of Ashland management and strategy. The agreement expires on Oct. 15, 2020.
Just days prior to the agreement with Cruiser, Ashland also struck a deal to refresh its board with another large shareholder, Neuberger Berman, which holds a 2.8% stake.
