Trian Fund Management, L.P., 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, including funds managed by Trian and other related
parties, today filed a preliminary proxy statement with the Securities
and Exchange Commission for the election of Nelson Peltz, John H. Myers,
Arthur B. Winkleblack and Robert J. Zatta to DuPont’s Board of Directors
at the Company’s 2015 Annual Meeting of Stockholders.
Trian also today issued an in-depth White Paper that analyzes DuPont’s
underperformance and details the initiatives Trian believes DuPont
should take to improve financial and operational performance and
corporate governance, and thereby significantly increase stockholder
value. In addition, Trian is today mailing a letter to DuPont
stockholders.
Trian’s letter to stockholders and White Paper can be found at: www.DuPontCanBeGreat.com.
The letter follows:
February 11, 2015
Dear Fellow Stockholders:
We are writing to you on behalf of investment funds managed by Trian
Fund Management, L.P., which currently beneficially own approximately
24.6 million shares of E. I. du Pont de Nemours and Company (NYSE: DD),
valued at approximately $1.9 billion. As one of DuPont’s largest
stockholders, our interests are directly aligned with yours.
As stockholders, we have a collective responsibility to hold management
accountable for continued underperformance and repeated failures to
deliver promised revenues and earnings targets. It
is simply not acceptable that earnings in 2012, 2013, 2014 and,
according to DuPont’s own guidance, 2015, are all below earnings in 2011.
You have an opportunity to ensure that the Company’s Board of Directors
is focused on significantly improving long-term performance at DuPont by
electing independent-minded, highly experienced directors to the Board
who have been nominated by a fellow stockholder.
The 2015 Annual Meeting of DuPont Stockholders is only a few months
away. After extensive analysis, as documented in our White Paper
available at www.DuPontCanBeGreat.com,
we believe new perspectives and more robust oversight of management are
necessary from the DuPont Board. Since Trian first invested in DuPont in
March 2013, DuPont has announced several positive initiatives, such as
the announced spin-off of Performance Chemicals (Chemours), the “Fresh
Start” cost-reduction initiatives, a share repurchase program and the
appointment of two new independent directors. While we believe that
Trian has already made a positive impact at the Company, we are
concerned that the Board has only taken action in the face of outside
pressure, rather than consistently prioritizing stockholder value on its
own. In addition, Trian believes that much more can be done to optimize
stockholder value and that management will continue to fail to achieve
its previously announced financial targets of 7% revenue growth and 12%
EPS growth. Had management met its financial
targets since 2011, EPS would be 51% higher than it is today.
As a result, we have nominated four highly qualified independent
director candidates with experience and skills in areas critical to
DuPont. Our nominees – Nelson Peltz, John H. Myers, Arthur B.
Winkleblack, and Robert J. Zatta – are ready to join the DuPont Board
and to assist the Company with its plans and strategies to realize
appropriate long-term value for ALL
DuPont stockholders. We believe DuPont will benefit by having directors
nominated by stockholders serve on its Board, rather than having the
Board comprised solely of individuals nominated by existing directors.
In Trian’s view, directors nominated by stockholders are more likely to
be independent of management and, therefore, will hold management
accountable and better represent stockholder interests.
Trian has been exceedingly patient – we invested in DuPont nearly two
years ago. In December 2013, we agreed not to hold a proxy contest at
the 2014 Annual Meeting to give DuPont a chance to prove it could
achieve its 2014 financial goals, despite our skepticism that management
could deliver. At that time, the lead director encouraged us to hold
management and the Board accountable if DuPont failed. Management
and the Board failed to deliver results. In June 2014, after
DuPont announced it would miss guidance for the third year in a row, we
offered a settlement under which one Trian Principal (and no other Trian
nominees) would be added to the Board. In return, we pledged to work
constructively to unlock value with a single minority director
– one where we could only influence events by convincing the majority of
the incumbent Board members with “the power of the argument.” That
proposal was flatly rejected by the Board in August. We respectfully
asked DuPont to reconsider given the distraction and cost of a proxy
contest. Once again, our proposal was flatly
rejected.
That same month, public filings made by the private equity owners of
Axalta (formerly the Performance Coatings segment of DuPont) revealed
that earnings before interest, taxes, and depreciation (EBITDA, a
measure of cash flow and profitability) at the Performance Coatings
segment under private equity ownership was 67% higher the moment it was
separated from DuPont. Meanwhile, DuPont continues to perform poorly, as
evidenced by 2014 results and 2015 guidance, released in late January
2015, that were both below 2011 levels.
With continuing poor results, it is time for a
change at DuPont.
A vote for Trian’s nominees is a vote for four highly qualified
individuals who will work collaboratively with the Board to:
1. Assess the corporate structure and determine whether
management is capable of achieving best-in-class revenue growth and
margins with the existing portfolio or whether there is a need to
separate the portfolio; Trian nominees are open-minded as to the best
path forward
2. Eliminate excess corporate costs and ensure productivity
initiatives hit the bottom line
3. Assess capital allocation including organic investments (R&D,
capital expenditures, industrial biosciences initiatives), M&A, and
balance sheet efficiency/capital return policies (increasing dividends)
4. Improve corporate governance including transparency of
business performance, alignment of compensation programs with
performance, and overall accountability for promised performance
Trian does not see this election as a referendum on separating the
businesses, but rather a referendum on DuPont’s financial performance.
If elected to the Board, the Trian nominees will seek to work
collaboratively with the other Board members to determine whether value
can be optimized in the current structure or through a separation.
As a stockholder with an aggregate investment of approximately $1.9
billion in DuPont, we have far more at stake than the current
independent members of the Board who, according to DuPont’s most recent
proxy statement and other public filings, collectively beneficially own
DuPont shares with a value of approximately $20 million.1 It
is also worth noting that the CEO has sold approximately 54% of her
shares since Trian first invested in DuPont in March 2013, a development
one significant DuPont stockholder recently told the Wall Street Journal
is “alarming”.2 We believe stockholders approve share awards
to management in order to assure an alignment of interest, not for
management to sell prematurely. Does the CEO selling stock betray
a lack of confidence in her own plans for the Company?
On a fully diluted basis, Trian beneficially owns over 90 times as many
shares as all of the independent members of the Board combined. Given
our substantial investment, our strong track record of long-term value
creation and our history of working with boards and management teams of
the companies we invest in, stockholders can be assured that Trian’s
nominees want only what is in the best interest of DuPont and all of its
stockholders. We view this proxy contest as the democratic process at
work, and we look forward to continuing our dialogue with you, our
fellow stockholders, to improve performance and unlock value at DuPont.
Our nominees have a strong track record of value creation, relevant
operating expertise, and are committed to working with management and
directors to improve DuPont’s performance and unlock its value. Given
the strength and experience of our nominees as well as our interest in
seeing DuPont achieve its full potential, we wonder why it is expending
substantial management time and millions of
dollars of stockholder funds to keep well qualified
stockholder nominees off of its Board. The real question is: what
is DuPont’s leadership afraid of?
With the right changes, DUPONT CAN BE GREAT.
DuPont stockholders should insist on nothing less.
Thank you for your continued support and consideration of our materials.
Your vote is important to all of us – only you have the power to decide
the outcome of this election.
Sincerely,
Trian Fund Management, L.P.
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Nelson Peltz
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Peter May
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Ed Garden
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Founding Partner & Chief
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Founding Partner &
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Founding Partner &
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Executive Officer
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President
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Chief Investment Officer
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_______________________
1 See pages 7 and 75 of the Trian White Paper for additional
information regarding stock ownership by DuPont’s independent directors.
2
Source: “Stock Sales by DuPont CEO Raise Eyebrows”, Wall Street Journal,
2/10/15. See page 74 of the Trian White Paper for additional information
regarding Trian's analysis of these sales.
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 that hold shares of E.I. du Pont de
Nemours and Company (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 the Participants
(as defined below) nor any of their 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
Trian Partners, together with
other Participants, intend to file with the SEC a definitive 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 in a preliminary proxy statement filed by Trian
Partners and the other Participants with the SEC on February 11, 2015
and in any amendments to that preliminary proxy statement. 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,
Trian Partners’ definitive proxy statement and a form of proxy will be
mailed to stockholders of the Company. These materials and other
materials filed by Trian Partners 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 Trian Partners with the SEC will also be available,
without charge, by directing a request 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.
Copyright Business Wire 2015