Rentech, Inc. (NASDAQ: RTK) today issued the following statement in
response to a press release issued by Engaged Capital, LLC (Engaged) and
Lone Star Value Management, LLC (Lone Star) on February 13, 2014.
Rentech is committed to having a highly qualified and experienced board.
The Company’s Nominating and Corporate Governance Committee (the
Committee) has commenced its annual process to evaluate nominees for
Board seats, with the goal of selecting and nominating the most
qualified candidates. The Committee is in the process of evaluating a
number of candidates, including those identified by Engaged and Lone
Star. Engaged and Lone Star have refused to participate in the
Committee’s selection process. Following a number of discussions between
the Company and Engaged, on January 8, 2014, the Board invited Glenn
Welling of Engaged to a meeting with the Committee. Engaged declined
this invitation.
To complete its nominating process, the Committee will present its
recommendations to the full Board of Directors before the 2014 Annual
Meeting of Stockholders, which has not yet been scheduled. The Board
will then nominate candidates that it believes will best serve the
interests of the Company and all of its shareholders. The Company will
provide details of the Board's recommended nominees in its proxy
statement and other related materials, to be filed with the Securities
and Exchange Commission, and mailed to all stockholders eligible to vote
at the 2014 Annual Meeting of Stockholders.
Rentech has also communicated with Engaged and Lone Star regarding their
request for an exemption under the Company’s Tax Benefit Preservation
Plan, including that Rentech and its outside tax advisors are in the
process of evaluating the request. This analysis has been complicated by
recent changes in relevant regulations.
Rentech is always open to constructive input from shareholders and
continues to actively communicate with its shareholders. Based on those
active dialogues, the Company is executing its announced strategy to
expand the fibre processing business and progress towards a potential
IPO as a master limited partnership based on the fibre business in less
than two years. The Company looks forward to communicating further with
its shareholders over the coming months about its plan and outlook, and
will provide more detailed updates when Rentech releases fourth quarter
and full year 2013 financial results on March 11, 2014.
No action by Rentech shareholders is required at this time.
Credit Suisse is acting as financial advisor to Rentech, and Latham &
Watkins LLP is acting as legal advisor.
About Rentech, Inc.
Rentech, Inc. (www.rentechinc.com)
owns and operates wood fibre processing and nitrogen fertilizer
manufacturing businesses. The wood fibre processing business consists of
the provision of wood chipping services and the manufacture and sale of
wood chips, through a wholly-owned subsidiary, Fulghum Fibres, Inc., and
the development of wood pellet production facilities. Rentech’s nitrogen
fertilizer business consists of the manufacture and sale of nitrogen
fertilizer through its publicly-traded subsidiary, Rentech Nitrogen
Partners, L.P. (NYSE: RNF). Rentech also owns the intellectual property
including patents, pilot and demonstration data, and engineering designs
for a number of clean energy technologies designed to produce certified
synthetic fuels and renewable power when integrated with third-party
technologies.
Safe Harbor Statement
This press release contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995 about matters such as:
the potential for substantial growth in our wood fibre business; the
return profile of such growth opportunities; the possibility of a MLP
IPO for that business in less than two years; and the impact of
investments in our fertilizer business. These statements are based on
management’s current expectations and actual results may differ
materially as a result of various risks and uncertainties. Other factors
that could cause actual results to differ from those reflected in the
forward-looking statements are set forth in the Company’s prior press
releases and periodic public filings with the Securities and Exchange
Commission (“SEC”), which are available via Rentech’s website at www.rentechinc.com.
The forward-looking statements in this press release are made as of the
date of this press release and Rentech does not undertake to revise or
update these forward-looking statements, except to the extent that it is
required to do so under applicable law.
Additional Information and Where You Can Find It
Rentech, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from
shareholders in connection with its annual meeting of shareholders to be
held in 2014 (the “2014 Annual Meeting”). Rentech plans to file a proxy
statement and white proxy card with the SEC in connection with the
solicitation of proxies for the 2014 Annual Meeting (the “2014 Proxy
Statement”). Additional information regarding the identity of these
potential participants and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the 2014 Proxy
Statement and other materials to be filed with the SEC in connection
with the 2014 Meeting. This information can also be found in Rentech’s
definitive proxy statement for its annual meeting of shareholders held
in 2013, filed with the SEC on April 30, 2013 (the “2013 Proxy
Statement”). To the extent holdings of Rentech’s common stock have
changed since the amounts printed in the 2013 Proxy Statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC.
SHAREHOLDERS ARE URGED TO READ THE 2014 PROXY STATEMENT AND WHITE PROXY
CARD (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), 2013 PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT RENTECH HAS FILED OR
WILL FILE WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Shareholders will be able to obtain, free of charge, copies of the 2014
Proxy Statement (when available), 2013 Proxy Statement and any other
documents filed or to be filed by Rentech with the SEC in connection
with the 2013 Meeting at the SEC’s website (http://www.sec.gov).
Copyright Business Wire 2014