|By Business Wire||
|February 20, 2014 08:04 PM EST||
Sensient Technologies Corporation (“Sensient” or the “Company”)(NYSE: SXT) has received a letter from FrontFour Master Fund, Ltd., an exempted company formed under the laws of the Cayman Islands, expressing its intention to nominate four individuals to Sensient’s Board of Directors at the 2014 Annual Meeting of Shareholders. Sensient has not announced the date of the 2014 Annual Meeting of Shareholders.
FrontFour Capital Group LLC (“FrontFour”), investment manager of FrontFour Master Fund, Ltd., is a self-described “event-driven” activist hedge fund from Greenwich, Connecticut. FrontFour and its affiliates only recently acquired an interest in Sensient beginning in July 2013. As of December 31, 2013, FrontFour and its affiliates reported control of approximately 0.7% of Sensient’s outstanding shares of common stock. Since December 31, 2013, FrontFour and its affiliates have acquired control over additional shares and currently appear to control approximately 1.5% of Sensient’s outstanding shares of common stock.
In the event FrontFour were to file a proxy statement in support of its proposed slate of directors, the Board of Directors of Sensient Technologies Corporation would strongly oppose FrontFour’s four director candidates. FrontFour is plainly seeking to exploit Sensient’s strong financial position and industry-leading businesses for short-term gains that are not in the long-term interests of Sensient’s shareholders and other stakeholders. FrontFour’s stated plans would be disruptive and would imperil the continued successful implementation of Sensient’s strategy. Furthermore, FrontFour’s opinion that the Company’s capital structure is sub-optimal is incorrect, as it completely ignores the clear benefits of Sensient’s very strong balance sheet and credit profile.
Sensient recently reported its fourth consecutive year of record revenue and earnings. Since 2009, Sensient has grown its diluted earnings per share, before restructuring expenses, at a compound annual growth rate of 9%. During this period Sensient has made strategic investments and operational improvements that position the Company for future growth. In 2013, Sensient’s management realigned its businesses to accelerate growth, increase margins and generate attractive returns to shareholders. Sensient’s fourth quarter 2013 earnings per share, excluding restructuring charges, were up 15% over the prior year’s results. Profits and margins in both the Color Group and in the Flavors & Fragrances Group were higher in the fourth quarter of 2013 compared to the prior year. Indeed, FrontFour and its affiliates have realized approximately a 33% annualized return on shares of Sensient’s common stock purchased in July 2013. Sensient’s strategy is delivering results and it will continue to drive growth in profits and margins over the next year and beyond.
Over the last twelve months, Sensient has successfully implemented a broad and strategic restructuring plan to generate significant savings and create a more efficient organization. The plan, which was successfully completed in less than twelve months, will deliver annualized pre-tax savings in excess of $12 million.
Sensient also continues to strengthen its Flavors & Fragrances business. During 2013, Sensient completed a global realignment of its Flavor business around the three key customer segments of Sweet, Savory and Beverage. The realignment of the Flavor organization better focuses commercial and technical activities to leverage our global expertise and deliver innovation to customers. Sensient also relocated its Flavors & Fragrances global headquarters and U.S. management to a new state-of-the-art facility in the Chicago suburb of Hoffman Estates. The new location provides better access to customers and employee talent. As a result of these actions in 2013, Sensient’s Flavors & Fragrances business has bright prospects for growth in 2014 and beyond.
In February 2014, the Board of Directors elected Paul Manning to the position of President and Chief Executive Officer because of his track record creating exceptional and sustainable growth within Sensient’s Color Group. Since 2009, the Color Group’s operating income has grown at a compound annual rate of 15%. The Color Group’s operating margin in 2013 reached 21%, its highest level in over ten years. Paul Manning’s effective leadership of Sensient’s Color Group irrefutably demonstrates that he is the business leader best able to lead the strategic growth and development of Sensient and its Flavors & Fragrances business.
And that strategy is already succeeding. Sensient’s shareholder base has been very receptive of Sensient’s strategy to grow the business, particularly its strategy to improve the Flavors & Fragrances business. Over the last twelve months, Sensient has generated a total return to shareholders of 37.3%. This return was in excess of the returns earned by the Russell 2000 index, the S&P Midcap 400 index and Sensient’s specialty chemical peers, including International Flavors & Fragrances. Sensient’s strategy will continue to focus on increasing returns to shareholders. In addition to strategic investments that will grow the Company’s operating profit, Sensient has consistently returned capital to shareholders. Sensient’s annual dividend payments to shareholders have increased in each of the last eight years. Over this period, Sensient’s quarterly dividend payment has increased 53%.
In short, Sensient is an extremely strong company with a very healthy balance sheet. As a result, it is an attractive target for short-term investors looking to “extract” value through an “event” without any consideration for the long-term financial strength of Sensient. FrontFour’s letter suggests several possible “events” that would be in its own self-interest, but plainly not in the best interests of Sensient’s long-term shareholders, customers, employees and other stakeholders. An unduly large stock buyback or the sale of one or more business units at this time would create uncertainty and a lack of financial flexibility as Sensient continues to invest in its businesses. Any such event would create an enormous obstacle to the continued implementation of the Company’s strategy.
Additionally, based upon a preliminary analysis, FrontFour’s nominees for Sensient’s Board of Directors appear to be career activists with very close relationships to FrontFour, spotty track records on creating shareholder value, questionable motives and little to no experience in the very Flavors and Fragrances business they are allegedly aiming to “fix.” Furthermore, their attributes, skills and experience pale in comparison to those of Sensient’s current Board of Directors and potential future directors that have been and will continue to be vetted by Sensient’s Nominating and Corporate Governance Committee.
Significantly, FrontFour has never approached Sensient with any concerns about our results, financial condition, strategy or any other business issue. Instead, FrontFour has chosen to spring its alleged concerns on Sensient in an abrupt manner calculated to cause disruption and to promote FrontFour’s self-interested agenda.
In connection with its 2014 Annual Meeting of Shareholders, Sensient will file a proxy statement and other documents regarding the 2014 Annual Meeting of Shareholders with the Securities and Exchange Commission (“SEC”) and will mail the definitive proxy statement and a proxy card to each shareholder of record entitled to vote at the 2014 Annual Meeting of Shareholders.
SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from Sensient at its website, www.sensient.com, or by writing to Sensient Technologies Corporation, 777 East Wisconsin Avenue, Milwaukee, WI 53202, Attention: Investor Relations.
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2014 Annual Meeting. Information concerning the Company’s participants is set forth in the proxy statement, dated March 15, 2013, for its 2013 Annual Meeting of Shareholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of the Company in the solicitation of proxies in respect of the 2014 Annual Meeting of Shareholders and other relevant materials will be filed with the SEC when they become available.
This release contains forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) that reflect management's current assumptions and estimates of future economic circumstances, industry conditions, Company performance and financial results. A variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results, including, but not limited to the factors noted in this press release and in the Management's Discussion and Analysis in our most recently filed annual report on Form 10-K for the year ended December 31, 2012, and quarterly report on Form 10-Q for the quarter ended September 30, 2013. The forward-looking statements in this press release speak only as to the date of this release. Sensient Technologies Corporation expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations upon which such statements are based.
ABOUT SENSIENT TECHNOLOGIES
Sensient Technologies Corporation is a leading global manufacturer and marketer of colors, flavors and fragrances. Sensient employs advanced technologies at facilities around the world to develop specialty food and beverage systems, cosmetic and pharmaceutical systems, inkjet and specialty inks and colors, and other specialty and fine chemicals. The Company's customers include major international manufacturers representing most of the world's best-known brands. Sensient is headquartered in Milwaukee, Wisconsin.
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
Dec. 8, 2016 09:30 AM EST Reads: 566
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain. In this power panel at @...
Dec. 8, 2016 09:15 AM EST Reads: 923
"We are a leader in the market space called network visibility solutions - it enables monitoring tools and Big Data analysis to access the data and be able to see the performance," explained Shay Morag, VP of Sales and Marketing at Niagara Networks, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 09:12 AM EST
"We analyze the video streaming experience. We are gathering the user behavior in real time from the user devices and we analyze how users experience the video streaming," explained Eric Kim, Founder and CEO at Streamlyzer, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 09:00 AM EST Reads: 570
In his session at Cloud Expo, Robert Cohen, an economist and senior fellow at the Economic Strategy Institute, provideed economic scenarios that describe how the rapid adoption of software-defined everything including cloud services, SDDC and open networking will change GDP, industry growth, productivity and jobs. This session also included a drill down for several industries such as finance, social media, cloud service providers and pharmaceuticals.
Dec. 8, 2016 09:00 AM EST Reads: 443
Extracting business value from Internet of Things (IoT) data doesn’t happen overnight. There are several requirements that must be satisfied, including IoT device enablement, data analysis, real-time detection of complex events and automated orchestration of actions. Unfortunately, too many companies fall short in achieving their business goals by implementing incomplete solutions or not focusing on tangible use cases. In his general session at @ThingsExpo, Dave McCarthy, Director of Products...
Dec. 8, 2016 08:45 AM EST Reads: 885
@DevOpsSummit at Cloud taking place June 6-8, 2017, at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developm...
Dec. 8, 2016 08:45 AM EST Reads: 1,864
SYS-CON Events has announced today that Roger Strukhoff has been named conference chair of Cloud Expo and @ThingsExpo 2017 New York. The 20th Cloud Expo and 7th @ThingsExpo will take place on June 6-8, 2017, at the Javits Center in New York City, NY. "The Internet of Things brings trillions of dollars of opportunity to developers and enterprise IT, no matter how you measure it," stated Roger Strukhoff. "More importantly, it leverages the power of devices and the Internet to enable us all to im...
Dec. 8, 2016 08:30 AM EST Reads: 825
Businesses and business units of all sizes can benefit from cloud computing, but many don't want the cost, performance and security concerns of public cloud nor the complexity of building their own private clouds. Today, some cloud vendors are using artificial intelligence (AI) to simplify cloud deployment and management. In his session at 20th Cloud Expo, Ajay Gulati, Co-founder and CEO of ZeroStack, will discuss how AI can simplify cloud operations. He will cover the following topics: why clou...
Dec. 8, 2016 08:30 AM EST Reads: 965
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...
Dec. 8, 2016 08:15 AM EST Reads: 2,035
Kubernetes is a new and revolutionary open-sourced system for managing containers across multiple hosts in a cluster. Ansible is a simple IT automation tool for just about any requirement for reproducible environments. In his session at @DevOpsSummit at 18th Cloud Expo, Patrick Galbraith, a principal engineer at HPE, discussed how to build a fully functional Kubernetes cluster on a number of virtual machines or bare-metal hosts. Also included will be a brief demonstration of running a Galera MyS...
Dec. 8, 2016 07:30 AM EST Reads: 5,379
Internet-of-Things discussions can end up either going down the consumer gadget rabbit hole or focused on the sort of data logging that industrial manufacturers have been doing forever. However, in fact, companies today are already using IoT data both to optimize their operational technology and to improve the experience of customer interactions in novel ways. In his session at @ThingsExpo, Gordon Haff, Red Hat Technology Evangelist, will share examples from a wide range of industries – includin...
Dec. 8, 2016 07:00 AM EST Reads: 1,709
"We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 06:30 AM EST Reads: 1,135
Keeping pace with advancements in software delivery processes and tooling is taxing even for the most proficient organizations. Point tools, platforms, open source and the increasing adoption of private and public cloud services requires strong engineering rigor – all in the face of developer demands to use the tools of choice. As Agile has settled in as a mainstream practice, now DevOps has emerged as the next wave to improve software delivery speed and output. To make DevOps work, organization...
Dec. 8, 2016 06:15 AM EST Reads: 5,913
Get deep visibility into the performance of your databases and expert advice for performance optimization and tuning. You can't get application performance without database performance. Give everyone on the team a comprehensive view of how every aspect of the system affects performance across SQL database operations, host server and OS, virtualization resources and storage I/O. Quickly find bottlenecks and troubleshoot complex problems.
Dec. 8, 2016 05:00 AM EST Reads: 2,161