USG Responds to Knauf's "Vote No" Campaign, Says Knauf's Letter Mischaracterizes The Board's Actions
Benzinga 8 years ago
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USG Corporation (NYSE:USG) today issued the following statements in response to the announcement from Gebr. Knauf KG ("Knauf") urging USG shareholders to vote against the Company's director nominees at its upcoming Annual Meeting on May 9, 2018.
On March 26, 2018, USG announced that it had received a proposal from Knauf to acquire USG for $42.00 per share in cash and that, after careful consideration, and with the assistance of its financial and legal advisors, the Board had determined that Knauf's proposal significantly undervalues the Company and is not in the best interests of all USG shareholders.
Steven Leer, USG's non-executive chairman of the Board, said, "Knauf's letter mischaracterizes our Board's actions. Our Board has clearly demonstrated that it is willing to evaluate any opportunity to deliver value to all of our shareholders. We have engaged with Knauf in good faith on multiple occasions since November 2017. Jenny Scanlon and I met in person with Alexander Knauf and
Manfred Grundke on March 12. Additionally, at the direction of our Board, our financial and legal advisors met with Knauf's advisors as recently as last Thursday. The fact is their proposal is wholly inadequate, opportunistic and does not reflect the intrinsic value of the company."
Jennifer Scanlon, president and chief executive officer of USG, said, "Contrary to Knauf's statements, I have met with and spoken to Knauf's senior management multiple times in the past few months. Knauf knows this industry well and understands that USG, with our Sheetrock® brand, is the crown jewel within North American building products, and to date has not indicated any willingness to pay full value to all of our shareholders."
On March 26, 2018, USG announced that it had received a proposal from Knauf to acquire USG for $42.00 per share in cash and that, after careful consideration, and with the assistance of its financial and legal advisors, the Board had determined that Knauf's proposal significantly undervalues the Company and is not in the best interests of all USG shareholders.
Steven Leer, USG's non-executive chairman of the Board, said, "Knauf's letter mischaracterizes our Board's actions. Our Board has clearly demonstrated that it is willing to evaluate any opportunity to deliver value to all of our shareholders. We have engaged with Knauf in good faith on multiple occasions since November 2017. Jenny Scanlon and I met in person with Alexander Knauf and
Manfred Grundke on March 12. Additionally, at the direction of our Board, our financial and legal advisors met with Knauf's advisors as recently as last Thursday. The fact is their proposal is wholly inadequate, opportunistic and does not reflect the intrinsic value of the company."
Jennifer Scanlon, president and chief executive officer of USG, said, "Contrary to Knauf's statements, I have met with and spoken to Knauf's senior management multiple times in the past few months. Knauf knows this industry well and understands that USG, with our Sheetrock® brand, is the crown jewel within North American building products, and to date has not indicated any willingness to pay full value to all of our shareholders."