Exhibit 99.11
FOR IMMEDIATE RELEASE
October 24, 2005
X. XXXXXXXX AND XXXXXXXXX GROUP ANNOUNCE AGREEMENT
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AKRON, Ohio and NEW YORK, New York - October 24, 2005 - X. Xxxxxxxx Inc.
(the "Company") (Nasdaq: SHLM) and a group of investors led by Barington Capital
Group, L.P. (the "Barington Group") that has reported beneficial ownership of
approximately 8.8% of the Company's outstanding shares, announced today that
they have reached an agreement that will avoid a proxy contest at the Company's
2005 Annual Meeting of Stockholders.
Under the terms of the Agreement, the Barington Group has withdrawn its
notice of intent to nominate persons for election as directors at the Company's
2005 Annual Meeting and has agreed to abide by certain standstill provisions
until the Company's 2007 Annual Meeting.
The Agreement also provides that the Company will consummate a self-tender
offer to repurchase 8,750,000 shares of the Company's common stock at a price of
no less than $20 per share. The tender offer is intended to be completed by
December 20, 2005. In the event that the Company does not complete the tender
offer by April 30, 2006, the standstill provisions applicable to the Barington
Group will terminate.
In addition, the Board of Directors of the Company has authorized an
increase in the size of the Board to 12 directors from its current 10. Xxxxx X.
Xxxxxxxxxxx, the Chairman, President and Chief Executive Officer of Barington
Capital Group, has been appointed as a director and a member of the Executive
Committee of the Board, to serve until the Company's 2007 Annual Meeting. An
additional new director, reasonably acceptable to the Company and the Barington
Group, will also be appointed to the Board within 30 days of the date of the
Agreement to serve until the Company's 2008 Annual Meeting.
The Company has also agreed to work together with representatives of the
Barington Group to create a plan (the "Business Plan") to improve the Company's
operations and
profitability. Upon completion, the Company intends to issue a press release
disclosing a summary of the material terms of the Business Plan.
Furthermore, the Company has agreed to implement a number of corporate
governance improvements, including
o establishing a lead independent director;
o implementing a regular evaluation of the Company's rights agreement
by the Board's independent directors; and
o submitting for the approval of the Company's stockholders at the
2005 Annual Meeting an amendment to the Company's charter that would
remove a supermajority voting provision relating to certain business
combination and other transactions.
Finally, the Company has retained Credit Suisse First Boston to act as
financial advisor to the Board and provide regular updates concerning
expressions of interest by third parties.
Xxxxx X. Xxxxxx, President and Chief Executive Officer of the Company,
stated, "The Board of Directors believes the agreement with Barington serves the
best interests of the Company and its stockholders. We welcome Xx. Xxxxxxxxxxx
to our Board and look forward to working with him and Barington as we continue
our improvements in the operations and financial performance of the Company."
Xxxxx X. Xxxxxxxxxxx, the Chairman, President and Chief Executive Officer
of Barington, stated "We are pleased by this Agreement which we believe provides
significant value for the stockholders of X. Xxxxxxxx. We appreciate the
commitment of the Board to make changes to improve the Company's operations,
profitability and corporate governance. I look forward to working constructively
with the Company's other directors over the next two years to continue to create
additional value for the stockholders of the Company."
* * * * *
About X. Xxxxxxxx Inc.
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Headquartered in Akron, Ohio, X. Xxxxxxxx is a leading international
supplier of high-performance plastic compounds and resins. These materials are
used in a variety of consumer, industrial, automotive and packaging
applications. The Company employs about 2,400 people and has 14 manufacturing
facilities in North America, Europe and the Asia-Pacific region. Revenues for
the fiscal year ended August 31, 2004 were a record $1.24 billion. Additional
information about X. Xxxxxxxx can be found at xxx.xxxxxxxxx.xxx.
About Barington Capital Group, L.P.
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Barington Capital Group, L.P. is an investment management firm that
primarily invests in undervalued, small and mid-capitalization companies.
Barington and its principals are experienced value-added investors who have
taken active roles in assisting companies in creating or improving shareholder
value.
Forward-Looking Statements
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Certain statements in this release may constitute forward-looking
statements within the meaning of the Federal securities laws. These statements
can be identified by the fact that they do not relate strictly to historic or
current facts. They use such words as "anticipate", "estimate", "expect",
"project", "intend", "plan", "believe", and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. These forward-looking statements are based on currently available
information, but are subject to a variety of uncertainties, unknown risks and
other factors concerning the Company's operations and business environment,
which are difficult to predict and are beyond the control of the Company.
Important factors that could cause actual results to differ materially from
those suggested by these forward-looking statements, and that could adversely
affect the Company's future financial performance, include, but are not limited
to, the following:
o Worldwide and regional economic, business and political conditions,
including continuing economic uncertainties in some or all of the
Company's major product markets;
o Fluctuations in the value of currencies in major areas where the Company
operates, including the U.S. dollar, Euro, U.K. pound sterling, Canadian
dollar, Mexican peso, Chinese yuan and Indonesian rupiah;
o Fluctuations in the prices of sources of energy or plastic resins and
other raw materials;
o Changes in customer demand and requirements;
o Escalation in the cost of providing employee health care; and
o The outcome of any legal claims known or unknown.
The risks and uncertainties identified above are not the only risks the
Company faces. Additional risks and uncertainties not presently known to the
Company or that it believes to be immaterial also may adversely affect the
Company. Should any known or unknown risks or uncertainties develop into actual
events, or underlying assumptions prove inaccurate, these
developments could have material adverse effects on the Company's business,
financial condition and results of operations.
This release contains time-sensitive information that reflects
management's best analysis only as of the date of this release. X. Xxxxxxxx does
not undertake an obligation to publicly update or revise any forward-looking
statements to reflect new events, information or circumstances, or otherwise.
Further information concerning issues that could materially affect financial
performance related to forward-looking statements can be found in X. Xxxxxxxx'x
periodic filings with the Securities and Exchange Commission.
Media Contacts
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X. Xxxxxxxx, Inc.
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Xxxx Xxxxxx
Xxx & Xxxxx
(000) 000-0000
The Barington Group
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Xxxxxx Xxxxxxx
Xxxxxxx
(000) 000-0000
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