LSB Issues Statement Regarding Director Nominations
LSB Believes There is Merit to Pursuing Value Creating Alternatives Once LSB’s Operating and Capital Plan for the Chemical Business is Implemented
Strategic Committee to Assist Management in Execution of Operating Plan
LSB is committed to acting in the best interests of all LSB shareholders and welcomes the views and opinions of any shareholders with the goal of enhancing value for all shareholders.
As previously announced, LSB formed a Strategic Committee comprised of
four independent directors, two of whom were appointed to the Board in
2014 in connection with an agreement with Starboard. The Strategic
Committee’s mandate included a thorough evaluation of potential
strategic alternatives for the Company with the assistance of
independent financial, legal, and tax advisors. In particular, the
Strategic Committee considered separating the Climate Control Business
through a spinoff, selling the Climate Control Business, placing some or
all of the Company’s Chemical Business into a
As announced on
The Company also noted that it has engaged in settlement discussions with Starboard with the goal of achieving a mutually agreeable resolution, including offering Starboard additional Board representation. Unfortunately, Starboard has, to date, rejected the proposals the Company has made.
The LSB Board of Directors is comprised of 10 highly qualified and experienced directors, eight of whom are independent and five of whom were appointed in the last 24 months. The three newest directors, two of whom were suggested by Starboard and appointed pursuant to a 2014 agreement with Starboard, have been active participants on the Board over the last year.
LSB’s Board members possess a diverse range of skills and experience critical to overseeing LSB’s business, including chemical and HVAC operations, financial, manufacturing, marketing and engineering expertise.
The Company will present its recommendation with respect to the election
of directors in its proxy statement to be filed with the
Advisors
About
LSB is a manufacturing and marketing company. LSB’s principal business activities consist of the manufacture and sale of chemical products for the agricultural, mining, and industrial markets, and the manufacture and sale of commercial and residential climate control products, such as water source and geothermal heat pumps, hydronic fan coils, modular chillers, large custom air handlers and make-up air units.
Forward-Looking Statements
This press release includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally are identified by use of the
words “believes”, “expects”, “intends”, “anticipates”, “plans to”,
“estimates”, “projects”, or similar expressions, including, without
limitation, potential spin or sale of the Climate Control Business may
be a step for consideration once expansion projects are completed in
2016; MLP going forward should be preserved. Actual results may differ
materially from the forward-looking statements as a result of various
future events, including without limitation, the various factors
described in the “Special Note Regarding Forward-Looking Statements,”
and the “Risk Factors” contained in our most recent 10-K for the year
ended
Important Additional Information
LSB, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from LSB
stockholders in connection with the matters to be considered at LSB’s
2015 Annual Meeting of Stockholders, including the election of directors.
LSB intends to file a preliminary and definitive proxy statement and
accompanying white proxy card with the
Source:
LSB Industries, Inc.
Tony M. Shelby, Chief Financial Officer
or
Mark
Behrman, Senior Vice President, Corporate Development
405-235-4546
or
Investor
Relations:
The Equity Group Inc.
Fred Buonocore,
212-836-9607
or
Linda Latman, 212-836-9609
or
MacKenzie
Partners Inc.
Dan Burch / Bob Marese
212-929-5500
or
Media:
Joele
Frank, Wilkinson Brimmer Katcher
Tim Lynch / Sharon Stern / Joe Berg
212-355-4449