|By PR Newswire||
|February 11, 2013 12:14 PM EST||
NEW YORK, Feb. 11, 2013 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), the largest shareholder of Wausau Paper Corp. ("Wausau" or the "Company") (NYSE: WPP) with approximately 14.8% of the outstanding common stock of the Company, announced today that it filed preliminary proxy materials with the SEC regarding the election of directors to the Wausau Board at the 2013 Annual Meeting. Starboard explained in its preliminary proxy that the current Board has been unwilling to explore value maximizing alternatives for the Company and has instead only been interested in maintaining the status quo unless faced with the pressure of an impending proxy contest.
For approximately two years now, Starboard has consistently urged the Company, through both private and public communications, to exit its money-losing Paper business in its entirety, including both the Print & Color business as well as the Technical Paper business. It was only after several public letters from Starboard last year, and while facing a potential proxy contest at the 2012 Annual Meeting, that the Company decided to sell only the Print & Color portion of its Paper segment, as well as its non-core timberland assets. Shortly following the completion of the transaction to sell Print & Color, and throughout all of 2012, Wausau made repeated statements about their commitment to remaining in the Technical Paper business and increased investments in this segment despite poor financial performance and increasing competition.
Now, in light of Starboard's recent action to nominate directors for election at the 2013 Annual Meeting, the Company has decided to make an about-face and publicly commit to exploring a sale of the Technical Paper business. This decision is entirely reactionary, and in-line with the Company's previous tactic of doing the bare minimum while faced with external pressure to attempt to win support from shareholders. We see this latest commitment as an extremely transparent attempt to try to avoid a proxy contest and allow the existing Board to remain in place. The reality is that a sale of the entire Paper business, including both Print & Color and Technical Paper, should have been explored last year and, if completed, would likely have resulted in significantly more value for shareholders than selling these businesses in part only after failing repeatedly to turn them around.
For several years, both shareholders and sell-side research analysts have expressed their belief that Wausau should exit its money-losing operations, cease committing capital to its Paper segment, and focus on its highly profitable Tissue business. It has taken the threat of two consecutive proxy contests for this Board to get the message.
Since reaching a settlement with Wausau in February 2012, Starboard has clearly articulated its views to the Company that the current Board collectively lacks sufficient industry experience (aside from Michael C. Burandt and Charles E. Hodges, who were elected to the Board under the settlement) and that in order to maximize value for shareholders, the Company needs to either (i) sell the non-core, money-losing Technical Paper business, focus on the Tissue business, and reduce redundant overhead costs, or (ii) sell the entire Company. Starboard has been consistently clear that both of these options should be fully explored.
Starboard strongly believes that meaningful change on the Board is critical to ensure that the Company does not return to its past practices of complacent oversight and reactionary measures. Starboard further believes that management and certain members of the Board may be conflicted in objectively assessing a sale of the Technical Paper business, because if it is sold it will be difficult to justify maintaining management and Board functions in Wisconsin, where management and certain Board members are currently located, given that the Tissue business operates out of Ohio and Kentucky.
Starboard also notes that the Company reported its Fourth Quarter 2012 earnings this morning. Upon a preliminary review of Wausau's 8-K filing, it appears that the Company's Tissue business continues to perform strongly as its new machine starts up, but that the Technical Paper business reported yet another extremely disappointing quarter, with an adjusted operating loss of $6.8 million, reflecting management's continued poor execution in this business.
Lastly, Starboard notes that on February 1, 2013, Starboard and its affiliates submitted a request for a waiver under Wausau's Shareholder Rights Plan (the "Poison Pill") to allow Starboard to purchase up to 19.99% of the common shares of Wausau Paper. The current Poison Pill has a 15% threshold and Starboard currently beneficially owns 14.8%. Starboard noted that the Poison Pill was adopted by the Board without shareholder approval, has never been put to a vote, and conflicts with ISS' best practices, which state that poison pills should contain, among other things, (i) no lower than a 20% trigger and (ii) a term of no more than three years. Starboard also seriously questioned the Board's rationale and need for adopting and extending its Poison Pill since there are certain anti-takeover provisions under both Wisconsin law and Wausau's articles of incorporation that adequately guard against any potential abusive tactics by third parties to gain control of the Company. As of today, Starboard has not received a formal response to its request for the waiver.
Starboard's Director Nominees:
John S. Kvocka is the former CFO of Finch Paper LLC and former VP of Business Development for SCA Tissue North America. Mr. Kvocka is currently President and Chief Executive Officer of JSK Associates, an entrepreneurial and consulting entity. Mr. Kvocka is a former Senior Advisor and director of Apex Resource Technologies, Inc., a medical device manufacturing company, Senior Advisor and director of Garnet River LLC, an IT services and business consulting firm, and Vice President and Chief Financial Officer of Finch Paper LLC, a manufacturer and supplier of fine quality uncoated printing and writing papers. Mr. Kvocka has more than 30 years of experience and successful track record in Senior C-Level Management and Board member roles and has deep expertise in the tissue industry.
George Patrick Murphy is the former VP and Business Leader of the Away From Home Division of Kimberly-Clark Corporation (f/k/a Scott Paper Company) and former CEO of Technical Concepts LLC. Mr. Murphy is currently a Senior Operating Partner of Hudson Ferry Capital LLC, a private equity firm, and a member of the Executive Team of Advisors of Mason Wells, a private equity company. Mr. Murphy served on the Board of Directors, including in the role of Executive Chairman, of Atlas Paper Mills LLC. Mr. Murphy has more than 15 years of experience in senior leadership positions, including with Fortune 100 companies, and as a director of public and private companies in the tissue and other industries.
Jeffrey C. Smith is co-Founder and CEO of Starboard Value, a New York-based investment firm that is the largest shareholders of Wausau. Mr. Smith has extensive public company board experience. Currently, he serves on the board of Regis Corp. Previously, he was the Chairman of the Board of Phoenix Technologies Ltd., and a director of Zoran Corporation, Actel Corporation, S1 Corporation, Kensey Nash Corp. and SurModics Inc. Mr. Smith also served as a member of the Management Committee for Register.com. In addition to extensive public board experience, Mr. Smith has significant experience evaluating companies from a financial, operational, and strategic perspective to identify inefficiencies and the resulting opportunities for value creation.
About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing in publicly traded U.S. small cap companies. Starboard invests in deeply undervalued small cap companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.
Peter Feld, (212) 201-4878
Gavin Molinelli, (212) 201-4828
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Starboard Value LP, together with the other participants named herein, has made a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and accompanying proxy card to be used to solicit votes for the election of a slate of director nominees at the 2013 annual meeting of shareholders of Wausau Paper Corp., a Wisconsin corporation (the "Company").
STARBOARD STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE WITHOUT CHARGE UPON REQUEST.
The participants in the proxy solicitation are Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard LLC"), Starboard Value LP, Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld, John S. Kvocka and George Patrick Murphy (collectively, the "Participants").
As of the date of this filing, Starboard V&O Fund beneficially owns 4,713,392 shares of common stock, no par value (the "Common Stock") of the Company. As of the date of this filing, Starboard LLC beneficially owns 1,154,496 shares of Common Stock. Starboard Value LP, as the investment manager of Starboard V&O Fund and of a certain managed account (the "Starboard Value LP Account") and the Manager of Starboard LLC, may be deemed the beneficial owner of an aggregate of 7,300,000 shares of Common Stock held directly by Starboard V&O Fund and Starboard LLC and including 1,432,112 shares of Common Stock held in the Starboard Value LP Account. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the 7,300,000 shares of Common Stock held directly by Starboard V&O Fund and Starboard LLC and held in the Starboard Value LP Account. As of the date hereof, neither Mr. Kvocka nor Mr. Murphy owns any shares of Common Stock of the Company.
SOURCE Starboard Value LP
In today's enterprise, digital transformation represents organizational change even more so than technology change, as customer preferences and behavior drive end-to-end transformation across lines of business as well as IT. To capitalize on the ubiquitous disruption driving this transformation, companies must be able to innovate at an increasingly rapid pace. Traditional approaches for driving innovation are now woefully inadequate for keeping up with the breadth of disruption and change facin...
Dec. 1, 2015 03:30 AM EST Reads: 519
I recently attended and was a speaker at the 4th International Internet of @ThingsExpo at the Santa Clara Convention Center. I also had the opportunity to attend this event last year and I wrote a blog from that show talking about how the “Enterprise Impact of IoT” was a key theme of last year’s show. I was curious to see if the same theme would still resonate 365 days later and what, if any, changes I would see in the content presented.
Dec. 1, 2015 03:00 AM EST Reads: 461
The revocation of Safe Harbor has radically affected data sovereignty strategy in the cloud. In his session at 17th Cloud Expo, Jeff Miller, Product Management at Cavirin Systems, discussed how to assess these changes across your own cloud strategy, and how you can mitigate risks previously covered under the agreement.
Dec. 1, 2015 03:00 AM EST
Cloud computing delivers on-demand resources that provide businesses with flexibility and cost-savings. The challenge in moving workloads to the cloud has been the cost and complexity of ensuring the initial and ongoing security and regulatory (PCI, HIPAA, FFIEC) compliance across private and public clouds. Manual security compliance is slow, prone to human error, and represents over 50% of the cost of managing cloud applications. Determining how to automate cloud security compliance is critical...
Dec. 1, 2015 03:00 AM EST Reads: 461
Most of the IoT Gateway scenarios involve collecting data from machines/processing and pushing data upstream to cloud for further analytics. The gateway hardware varies from Raspberry Pi to Industrial PCs. The document states the process of allowing deploying polyglot data pipelining software with the clear notion of supporting immutability. In his session at @ThingsExpo, Shashank Jain, a development architect for SAP Labs, discussed the objective, which is to automate the IoT deployment proces...
Dec. 1, 2015 01:15 AM EST Reads: 113
Culture is the most important ingredient of DevOps. The challenge for most organizations is defining and communicating a vision of beneficial DevOps culture for their organizations, and then facilitating the changes needed to achieve that. Often this comes down to an ability to provide true leadership. As a CIO, are your direct reports IT managers or are they IT leaders? The hard truth is that many IT managers have risen through the ranks based on their technical skills, not their leadership ab...
Dec. 1, 2015 01:00 AM EST Reads: 434
In his General Session at DevOps Summit, Asaf Yigal, Co-Founder & VP of Product at Logz.io, explored the value of Kibana 4 for log analysis and provided a hands-on tutorial on how to set up Kibana 4 and get the most out of Apache log files. He examined three use cases: IT operations, business intelligence, and security and compliance. Asaf Yigal is co-founder and VP of Product at log analytics software company Logz.io. In the past, he was co-founder of social-trading platform Currensee, which...
Nov. 30, 2015 10:00 PM EST Reads: 283
Countless business models have spawned from the IaaS industry – resell Web hosting, blogs, public cloud, and on and on. With the overwhelming amount of tools available to us, it's sometimes easy to overlook that many of them are just new skins of resources we've had for a long time. In his general session at 17th Cloud Expo, Harold Hannon, Sr. Software Architect at SoftLayer, an IBM Company, broke down what we have to work with, discussed the benefits and pitfalls and how we can best use them ...
Nov. 30, 2015 03:45 PM EST Reads: 105
We all know that data growth is exploding and storage budgets are shrinking. Instead of showing you charts on about how much data there is, in his General Session at 17th Cloud Expo, Scott Cleland, Senior Director of Product Marketing at HGST, showed how to capture all of your data in one place. After you have your data under control, you can then analyze it in one place, saving time and resources.
Nov. 30, 2015 03:15 PM EST Reads: 247
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Nov. 30, 2015 03:00 PM EST Reads: 494
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
Nov. 30, 2015 02:00 PM EST Reads: 371
DevOps is about increasing efficiency, but nothing is more inefficient than building the same application twice. However, this is a routine occurrence with enterprise applications that need both a rich desktop web interface and strong mobile support. With recent technological advances from Isomorphic Software and others, rich desktop and tuned mobile experiences can now be created with a single codebase – without compromising functionality, performance or usability. In his session at DevOps Su...
Nov. 30, 2015 01:45 PM EST Reads: 436
As organizations realize the scope of the Internet of Things, gaining key insights from Big Data, through the use of advanced analytics, becomes crucial. However, IoT also creates the need for petabyte scale storage of data from millions of devices. A new type of Storage is required which seamlessly integrates robust data analytics with massive scale. These storage systems will act as “smart systems” provide in-place analytics that speed discovery and enable businesses to quickly derive meaningf...
Nov. 30, 2015 01:45 PM EST Reads: 438
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
Nov. 30, 2015 01:00 PM EST Reads: 541
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
Nov. 30, 2015 12:45 PM EST Reads: 344