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Sensient in Opposition to Activist Hedge Fund's Board Nominee Plans
Posted: February 24, 2014
Sensient Technologies Corp. has received a letter from FrontFour Master Fund Ltd., an exempted company formed under the laws of the Cayman Islands, expressing its intention to nominate four individuals to Sensient's board of directors at the 2014 annual meeting of shareholders.
Sensient has not announced the date of the 2014 annual meeting of shareholders at this point. FrontFour Capital Group LLC, investment manager of FrontFour Master Fund, Ltd., is a self-described "event-driven" activist hedge fund from Greenwich, Connecticut. FrontFour and its affiliates only recently acquired an interest in Sensient beginning in July 2013. As of December 31, 2013, FrontFour and its affiliates reported control of about 0.7% of Sensient's outstanding shares of common stock.
Since December 31, 2013, FrontFour and its affiliates have acquired control over additional shares and currently appear to control approximately 1.5% of Sensient's outstanding shares of common stock. In the event FrontFour were to file a proxy statement in support of its proposed slate of directors, the Sensient's board of directors said it would strongly oppose FrontFour's four director candidates.
"FrontFour is plainly seeking to exploit Sensient's strong financial position and industry-leading businesses for short-term gains that are not in the long-term interests of Sensient's shareholders and other stakeholders," Sensient wrote.
It continued: "FrontFour's stated plans would be disruptive and would imperil the continued successful implementation of Sensient's strategy. Furthermore, FrontFour's opinion that the company's capital structure is sub-optimal is incorrect, as it completely ignores the clear benefits of Sensient's very strong balance sheet and credit profile. In short, Sensient is an extremely strong company with a very healthy balance sheet. As a result, it is an attractive target for short-term investors looking to "extract" value through an "event" without any consideration for the long-term financial strength of Sensient. FrontFour's letter suggests several possible 'events' that would be in its own self-interest, but plainly not in the best interests of Sensient's long-term shareholders, customers, employees and other stakeholders."
The company also noted that an unduly large stock buyback or the sale of one or more business units at this time would create uncertainty and a lack of financial flexibility as Sensient continues to invest in its businesses. Additionally, based upon a preliminary analysis, the company said: "FrontFour's nominees for Sensient's board of directors appear to be career activists with very close relationships to FrontFour, spotty track records on creating shareholder value, questionable motives and little to no experience in the very Flavors and Fragrances business they are allegedly aiming to fix."
Sensient also reiterated that potential future directors that have been and will continue to be vetted by Sensient's nominating and corporate governance committee.
"Significantly, FrontFour has never approached Sensient with any concerns about our results, financial condition, strategy or any other business issue, the company said. "Instead, FrontFour has chosen to spring its alleged concerns on Sensient in an abrupt manner calculated to cause disruption and to promote FrontFour's self-interested agenda."
In connection with its 2014 annual meeting of shareholders, Sensient will file a proxy statement and other documents regarding the 2014 Annual Meeting of Shareholders with the Securities and Exchange Commission (SEC) and will mail the definitive proxy statement and a proxy card to each shareholder of record entitled to vote at the meeting.
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