Trian Fund Management, L.P. (“Trian”), one of the largest stockholders
of E. I. du Pont de Nemours and Company (NYSE:DD), which currently
beneficially owns approximately 24.6 million DuPont shares valued at
approximately $1.9 billion, today issued the following statement
regarding DuPont’s announcement earlier today:
“With today’s announcement, DuPont appears to be acknowledging the need
to upgrade its board of directors with individuals that have “fresh,
independent, highly relevant perspectives.” This is yet another positive
development since Trian’s involvement with DuPont began in March 2013.
Trian’s principals have spent time with Messrs. Breen and Gallogly and
respect their records of stockholder value creation. While Trian has
already made a positive impact on value creation at DuPont, there is
much more value to be unlocked as earnings in 2012, 2013, 2014 and, per
Company guidance, 2015 (which we believe they will struggle to achieve),
are lower than in 2011. The Trian nominees, working collaboratively with
the remaining board members, will seek to assure that management is held
accountable for achieving their stated financial targets.
Since Trian’s investment, the Company has announced several positive
initiatives:
-
Announced the spin-off of Performance Chemicals (Chemours); allows
DuPont stockholders to own the new company and avoids significant tax
leakage, versus pre-Trian decision to sell Axalta to private equity,
which effectively transferred over $5bn of wealth from DuPont
stockholders to private equity owners
-
DuPont has announced 14 non-core divestitures since Trian began
discussions with the Company
-
After taking 10 years to complete a previously announced $2bn share
repurchase program launched in 2001, DuPont announced a new $5bn share
repurchase plan in January 2014
-
Committed to return $4bn of capital to stockholders from the “midnight
dividend” from Chemours
-
Announced Fresh Start Initiative, a $925mm cost savings program1
However, we have many outstanding concerns that we intend to address if
the Trian nominees are elected to the board, including:
-
EPS down 7% since 2011; we estimate $2-$4bn of excess corporate costs
is a major factor
-
Chronic one-time earnings add-backs and lack of transparency in
financial reporting
-
Revenue growth and margins underperform peers in 5 of 7 segments
-
Limited commitment to have Fresh Start cost savings hit the bottom line
-
Chemours spinoff taking nearly two years to complete since announcement
-
Poor corporate governance at Chemours, a major retreat from
best-in-class practices that would benefit stockholders
-
No time commitment on the remaining $3bn of $5bn share repurchase
authorization
-
Long-term compensation programs that pay management 113% of “target”
despite bottom quartile TSR over the relevant time period
-
Failure to meet Applied Bioscience goals
-
Agriculture R&D that has yielded negative results: 1) No new biotech
traits discovered 2) $1bn jury verdict (Optimum GAT) and $1.2bn
Imprelis charges and 3) Licensing from biggest competitor
-
Poor capital allocation decisions, such as growing capacity in
commoditized markets
-
A board that takes action only when confronted with outside pressure
rather than one that prioritizes shareholder value
DuPont has asserted that “Trian has chosen this path [a proxy contest]
with the potential to disrupt our Company at a key stage of our
execution.” The fact is Trian has consistently and purposefully avoided
proxy contests over the years. There have been many situations where we
believe we could have gained more seats than we settled for, but instead
we compromised to avoid unnecessary distraction. In August 2014, after
management had announced in June that they would miss guidance for the
third year in a row, we offered to settle for the addition of one Trian
principal to the Board. In return we pledged to work constructively to
unlock value from a minority position – one where we could only
influence events by convincing the majority of board members with “the
power of the argument.” That proposal was unanimously rejected by the
board. Disappointingly, the Company continues to perform poorly,
exemplified by last week’s earnings call and weak 2015 guidance.
We cannot be passive while management continues to falter. Management
seems to believe that the stock price appreciation is being driven by
its claims of “advancing our plan to deliver higher growth and higher
value” and “the ongoing success of our plan.” The fact is DuPont’s stock
has risen over 50% since Trian first invested, while consensus EPS
estimates have consistently gone down. We believe this reflects the
market’s desire for Trian’s continued involvement.
Trian has a $1.9bn position in DuPont stock because we believe the
Company can operate at a substantially higher level, unlocking
significant further value for stockholders. While DuPont frames Trian’s
insistence that Nelson Peltz be added to the Board as a negative, we
believe fellow stockholders want our nominees on the Board, specifically
Mr. Peltz, based on their strong track records of value creation,
relevant operating expertise, and new and different perspectives. We
view the proxy contest as the democratic process at work and look
forward to continuing our dialogue with fellow stockholders who have
encouraged us to stand up for all stockholders as their voice in the
board room.”
DUPONT CAN BE GREAT
About Trian Fund Management, L.P.
Founded in 2005 by Nelson Peltz, Peter May and Ed Garden, Trian seeks to
invest in high quality but undervalued and under-performing public
companies and to work constructively with the management and boards of
those companies to significantly enhance shareholder value for all
shareholders through a combination of improved operational execution,
strategic re-direction, more efficient capital allocation and increased
focus.
The views expressed in this press release represent the opinions of
Trian Fund Management, L.P. (“Trian”) and
the investment funds it manages (collectively, Trian with such funds, “Trian
Partners”), and are based on publicly available information with
respect to E. I. du Pont de Nemours and Company (the “Company”).
Trian Partners recognizes that there may be confidential information in
the possession of the Company that could lead it to disagree with Trian
Partners’ conclusions. Trian Partners reserves the right to change any
of its opinions expressed herein at any time as it deems appropriate.
Trian Partners disclaims any obligation to update the information or
opinions contained in this press release.
Certain financial projections and statements made herein have been
derived or obtained from filings made with the Securities and Exchange
Commission (“SEC”) or other regulatory
authorities and from other third party reports. Neither Trian Partners
nor any of its affiliates shall be responsible or have any liability for
any misinformation contained in any third party SEC or other regulatory
filing or third party report. There is no assurance or guarantee with
respect to the prices at which any securities of the Company will
trade, and such securities may not trade at prices that may be implied
herein. The estimates, projections and potential impact of the
opportunities identified by Trian Partners herein are based on
assumptions that Trian Partners believes to be reasonable as of the date
of this press release, but there can be no assurance or guarantee that
actual results or performance of the Company will not differ, and such
differences may be material.
This press release is provided merely as information and is not
intended to be, nor should it be construed as, an offer to sell or a
solicitation of an offer to buy any security. This press release does
not recommend the purchase or sale of any security. Funds managed by
Trian currently beneficially own, and/or have an economic interest in,
shares of the Company. These funds are in the business of trading –
buying and selling– securities. It is possible that there will be
developments in the future that cause one or more of such funds from
time to time to sell all or a portion of their holdings of the Company
in open market transactions or otherwise (including via short sales),
buy additional shares (in open market or privately negotiated
transactions or otherwise), or trade in options, puts, calls or other
derivative instruments relating to such shares.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All
statements contained in this press release that are not clearly
historical in nature or that necessarily depend on future events are
forward-looking, and the words “anticipate,” “believe,” “expect,”
“potential,” “opportunity,” “estimate,” “plan,” and similar expressions
are generally intended to identify forward-looking statements. The
projected results and statements contained in this press release that
are not historical facts are based on current expectations, speak only
as of the date of this press release and involve risks, uncertainties
and other factors that may cause actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by such projected
results and statements. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all of
which are difficult or impossible to predict accurately and many of
which are beyond the control of Trian Partners. Although Trian Partners
believes that the assumptions underlying the projected results or
forward-looking statements are reasonable as of the date of this press
release, any of the assumptions could be inaccurate and therefore, there
can be no assurance that the projected results or forward-looking
statements included in this press release will prove to be accurate. In
light of the significant uncertainties inherent in the projected results
and forward-looking statements included in this press release, the
inclusion of such information should not be regarded as a representation
as to future results or that the objectives and strategic initiatives
expressed or implied by such projected results and forward-looking
statements will be achieved. Trian Partners will not undertake and
specifically declines any obligation to disclose the results of any
revisions that may be made to any projected results or forward-looking
statements in this press release to reflect events or circumstances
after the date of such projected results or statements or to reflect the
occurrence of anticipated or unanticipated events.
Additional Information
Certain of the Trian Partners, together with the other Participants
(as defined below), intend to file with the SEC a proxy statement and an
accompanying proxy card to be used to solicit proxies in connection with
the 2015 Annual Meeting of Stockholders of the Company, including any
adjournments or postponements thereof or any special meeting that may be
called in lieu thereof (the “2015 Annual Meeting”).
Information relating to the participants in such proxy solicitation (the
“Participants”) has been included below.
Stockholders are advised to read the definitive proxy statement and any
other documents related to the solicitation of stockholders of the
Company in connection with the 2015 Annual Meeting when they become
available because they will contain important information, including
additional information relating to the Participants. When completed and
available, the Trian Group’s (as defined below) definitive proxy
statement and a form of proxy will be mailed to stockholders of the
Company. These materials and other materials filed by the Trian Group in
connection with the solicitation of proxies will be available at no
charge at the SEC’s website at www.sec.gov.
The definitive proxy statement (when available) and other relevant
documents filed by the Trian Group with the SEC will also be available,
without charge, by directing a request by mail, telephone or email to
Trian’s proxy solicitor, MacKenzie Partners, Inc. 105 Madison Avenue,
New York, New York 10016 (call collect: (212) 929-5500; call toll free:
(800) 322-2885) or email: proxy@mackenziepartners.com.
Participants in Solicitation
The Participants in the proxy solicitation in connection with the
2015 Annual Meeting are anticipated to include the Trian Funds, Trian
Partners Master Fund, L.P., a Cayman Islands limited partnership (“Trian
Offshore”), Trian Partners Parallel Fund I, L.P., a Delaware
limited partnership (“Parallel Fund I”),
Trian Partners Master Fund (ERISA), L.P., a Cayman Islands limited
partnership (“Trian ERISA”), Trian Partners
Strategic Investment Fund-A, L.P., a Delaware limited partnership (“Strategic
Fund-A”), Trian Partners Strategic Investment Fund-D, L.P., a
Cayman Islands limited partnership (“Strategic
Fund-D”),Trian Partners Strategic Investment Fund-N, L.P., a
Delaware limited partnership (“Strategic Fund-N”)
Trian SPV (SUB) VIII, L.P., a Cayman Islands limited partnership (“SPV
VIII”), Trian Partners Fund (Sub)-G, L.P., a Delaware limited
partnership (“Trian Fund-G”), Trian
Partners Fund (Sub)-G II, L.P., a Delaware limited partnership (“Trian
Fund G-II,” and together with the Trian Funds, Trian Offshore,
Parallel Fund I, Trian ERISA, Strategic Fund-A, Strategic Fund-D,
Strategic Fund-N, SPV VIII, Trian Fund-G and Trian Fund G-II, the “Funds”),
Trian, Trian Fund Management GP, LLC, a Delaware limited liability
company (“Trian Management GP”), Nelson
Peltz, Peter W. May, Edward P. Garden John H. Myers, Arthur B.
Winkleblack and Robert J. Zatta.
Trian Management GP is the general partner of Trian, which serves as
the management company for each of the Funds. Trian Management GP is
controlled by Nelson Peltz, Peter W. May and Edward P. Garden. Each of
Trian, Trian Management GP and Messrs. Peltz, May and Garden (together
with the Funds, the “Trian Group”), by
virtue of their relationships to the Funds, may be deemed to have shared
voting power and shared dispositive power with regard to, and therefore
may be deemed to beneficially own (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) the Shares owned by the Funds.
As of the date of this press release, the members of the Trian Group
beneficially own (within the meaning of Rule 13d-3 under the Exchange
Act) an aggregate of 24,563,084 Shares. Of those 24,563,084 Shares, each
of Trian Onshore, Strategic and Strategic II owns 100 Shares in record
name.
1 Represents announcement of Fresh Start Initiative in which
$1.3bn cost saving plan includes $375mm of costs transferred to
Performance Chemicals.
Copyright Business Wire 2015