A. Schulman Annual Meeting of Stockholders Highlights Fiscal 2009 Progress and Important Steps in Fiscal 2010
December 10 2009 - 10:38AM
PR Newswire (US)
AKRON, Ohio, Dec. 10 /PRNewswire-FirstCall/ -- -- Stockholders
approve election of Board of Directors -- Company expects strong
fiscal 2010 first-quarter operating performance -- CEO shares
highlights of proposed acquisition of ICO, Inc. A. Schulman, Inc.
(NASDAQ:SHLM) today held its 2009 Annual Meeting of Stockholders,
where Joseph M. Gingo, Chairman, President and Chief Executive
Officer, and Chief Financial Officer Paul DeSantis reviewed the
Company's transformation over the past two years, its financial and
operating performance in fiscal 2009, its outlook for the first
quarter of fiscal 2010, and the recently announced proposed
acquisition of ICO, Inc., an important step in the continued
strategic growth of A. Schulman. Gingo, who assumed leadership of
A. Schulman in January 2008, noted that the Company has made a
great deal of progress with its aggressive actions to strengthen
the business globally, and particularly in the United States. The
management team embarked on an action plan to reduce costs, realign
capacity to focus on higher-margin products, reduce working
capital, improve operating processes and recharge its new product
engine. However, in fiscal 2009, the worldwide recession and its
impact on global demand prevented that progress from being
reflected in sales and income results. "With all the changes we
made, we would have at least broken even in the United States if
fiscal 2009 had been a normal year," Gingo said in his remarks to
shareholders regarding 2009 performance. "So, we know our work is
not finished. We will remain focused on serving profitable markets
and improving our product mix. We will continue to make the
necessary changes, not only to weather the current storm, but also
to improve our position for future growth." DeSantis noted, "Based
on preliminary projections, the Company expects its fiscal 2010
first quarter ended November 30, 2009, to be a strong quarter with
North America breaking even and global operating earnings in excess
of fiscal 2009 and 2008 levels, excluding any acquisition-related
costs and including discontinued operations." Additionally, on
December 2, 2009, the Company announced it has signed a definitive
agreement to acquire all of the outstanding shares of Houston-based
ICO, Inc. (NASDAQ:ICOC), pending approval of the transaction by ICO
shareholders and receipt of customary regulatory approvals. ICO is
a global manufacturer of specialty resins and concentrates, and
provides specialty polymer services. ICO reported annual revenues
of $300 million for the year ended September 30, 2009. "We are
extremely excited by this proposed transaction," Gingo said. "The
acquisition of ICO presents us with an opportunity to expand our
presence substantially, especially in global rotomolding and in our
U.S. masterbatch business. As we have communicated to our
shareholders in the past, A. Schulman's long-term strategic
objectives are to strengthen our position in masterbatch,
engineered plastics and rotomolding, and move into new markets or
applications. "We will actively pursue growth through the continued
refinement of our product mix, further development of our
well-trained sales force, and the introduction of new products,"
said Gingo. "We will also continue to aggressively seek
acquisitions that are a good strategic fit and we are fortunate to
be in the position to do so." Also at today's meeting, stockholders
approved proposals to: -- Elect current directors David G. Birney,
Howard R. Curd, Michael A. McManus, Jr., Ernest J. Novak, Jr, Dr.
Irvin D. Reid and John B. Yasinsky to one-year terms expiring at
the 2010 Annual Meeting; -- Ratify the selection of
PricewaterhouseCoopers LLC as the Company's independent registered
public accounting firm for fiscal 2010; and -- Adopt and approve A.
Schulman's 2009 employee stock purchase plan. About A. Schulman,
Inc. Headquartered in Akron, Ohio, A. Schulman is a leading
international supplier of high-performance plastic compounds and
resins. These materials are used in a variety of consumer,
industrial, automotive and packaging applications. The Company
employs about 2,000 people and has 16 manufacturing facilities in
North America, Europe and Asia. Revenues for the fiscal year ended
August 31, 2009, were $1.3 billion. Additional information about A.
Schulman can be found at http://www.aschulman.com/. "Safe Harbor"
Statement under the Private Securities Litigation Reform Act of
1995 A number of the matters discussed in this release that are not
historical or current facts deal with potential future
circumstances and developments, in particular, information
regarding expected synergies resulting from the merger of Schulman
and ICO, combined operating and financial data, the combined
company's plans, objectives, expectations and intentions and
whether and when the transactions contemplated by the merger
agreement will be consummated. The discussion of such matters is
qualified by the inherent risks and uncertainties surrounding
future expectations generally, and also may materially differ from
actual future experience involving any one or more of such matters.
Such risks and uncertainties include: the risk that the businesses
will not be integrated successfully; the risk that the cost savings
and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; restrictions
imposed by outstanding indebtedness; fluctuations in the prices of
sources of energy or resins and other raw materials; worldwide and
regional economic, business, and political conditions, including
continuing economic uncertainties in some or all major product
markets; changes in customer demand and requirements; business
cycles and other industry conditions; the timing of new services or
facilities; ability to compete; effects of compliance with laws;
fluctuations in the value of currencies in major areas where
operations are located, including the U.S. dollar, Euro, U.K. pound
sterling, Canadian dollar, Mexican peso, Chinese yuan, and
Indonesian rupiah; matters relating to operating facilities; effect
and costs of claims (known or unknown) relating to litigation and
environmental remediation; ability to manage global inventory;
ability to develop technology and proprietary know-how; ability to
attract and retain key personnel; escalation in the cost of
providing employee health care; performance of the global
automotive market; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; the failure to obtain governmental approvals of the
transaction on the proposed terms and schedule, and any conditions
imposed on the combined company in connection with consummation of
the merger; the failure to obtain approval of the merger by the
stockholders of ICO and the failure to satisfy various other
conditions to the closing of the merger contemplated by the merger
agreement; and the risks that are described from time to time in
Schulman's and ICO's respective reports filed with the SEC,
including Schulman's annual report on Form 10-K for the year ended
August 31, 2009 and ICO's annual report on Form 10-K for the year
ended September 30, 2008 and quarterly report on Form 10-Q for the
quarter ended June 30, 2009, in each case, as such reports may have
been amended. This release speaks only as of its date, and Schulman
and ICO each disclaims any duty to update the information herein.
Additional Information and Where to Find It In connection with the
proposed transaction, a registration statement on Form S-4 will be
filed with the SEC. ICO SHAREHOLDERS ARE ENCOURAGED TO READ THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING THE PROXY 4 STATEMENT/PROSPECTUS THAT WILL BE
PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. The final proxy statement/prospectus will be mailed to
shareholders of ICO. Investors and security holders will be able to
obtain the documents free of charge at the SEC's web site,
http://www.sec.gov/, from A. Schulman, Inc. at its web site,
http://www.aschulman.com/, or from ICO, Inc. at its web site,
http://www.icopolymers.com/, or 1811 Bering Drive, Suite 200,
Houston, Texas, 77057, attention: Corporate Secretary. Participants
In Solicitation Schulman and ICO and their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger. Information concerning Schulman's
participants is set forth in the proxy statement, dated November 6,
2009, for Schulman's 2009 annual meeting of stockholders as filed
with the SEC on Schedule 14A. Information concerning ICO's
participants is set forth in the proxy statement, dated January 23,
2009, for ICO's 2009 annual meeting of shareholders as filed with
the SEC on Schedule 14A. Additional information regarding the
interests of participants of Schulman and ICO in the solicitation
of proxies in respect of the proposed merger will be included in
the registration statement and proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available. DATASOURCE: A. Schulman, Inc. CONTACT: Jennifer K.
Beeman, Director of Corporate Communications & Investor
Relations, A. Schulman, Inc., +1-330-668-7346, Cell:
+1-330-620-7829, Web Site: http://www.aschulman.com/
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