FrontFour Capital Announces Intention to Vote Against Election of Entire Slate of Incumbent Directors at Upcoming Annual Meeting of Ferro Corporation

GREENWICH, Conn., April 21, 2016 /PRNewswire/ -- FrontFour Capital Group LLC, a significant and long-term shareholder of Ferro Corporation (NYSE: FOE) ("Ferro"), announced today that it has delivered a letter to the Chairman, President and CEO of Ferro expressing its concerns with the Board of Directors' ability to represent the best interests of shareholders and stating its intention to vote against the election of all incumbent directors up for election at Ferro's upcoming annual meeting of shareholders scheduled to be held on April 28, 2016. 

The full text of the letter follows.

April 21, 2016

Mr. Peter T. Thomas
Chairman, President and CEO
Ferro Corporation
6060 Parkland Boulevard
Mayfield Heights, OH 44124

cc: The Board of Directors, Ferro Corporation

Dear Peter,

We write to you and your fellow directors of Ferro Corporation ("Ferro" or the "Company") as a follow up to our previous letter to the Board of Directors (the "Board") dated March 14, 2016.  In the letter, we outlined our rationale as to why we believe it is in the shareholders' best interest for the Board to pursue strategic alternatives to unlock shareholder value.  We have become significantly frustrated with a number of the Board's decisions after we sent our letter. 

First, despite being a significant, long-term shareholder of Ferro, we are deeply troubled that the Board failed to publicly acknowledge our letter, which we interpret to mean that the Board does not agree with our views on creating shareholder value and/or is unwilling to publicly commit to a value enhancing strategic path.  Subsequently, on March 15^th Bloomberg reported that Ferro had recently rebuffed a takeover approach from Apollo Global Management LLC.  Ferro then canceled its long-scheduled appearance at the Gabelli Specialty Chemicals Conference, which took place on March 23^rd citing "market rumors".   We are highly concerned that the Board may not be engaging with potential buyers while refusing to provide transparency to shareholders as to the strategic path of the Company.

Additionally, we cannot overlook that during the last two years, with the exception of David Lorber, our shareholder representative on the Board, not one director has opted to defer his cash director fees into Ferro's deferred compensation program in order to receive Ferro stock in lieu of cash.  Ferro's intermediate and long-term total stock return ("TSR") underperformance, as illustrated in the table below, is in our view reflective of a lack of alignment between the Board and Ferro shareholders.

With the ongoing healing of both the equity and high yield markets over the past number of weeks, we are further convinced that the appropriate time for Ferro to pursue strategic alternatives is now.   Given our lack of faith in this Board's ability to represent the shareholders' best interests, we plan on voting against the entire incumbent slate of directors up for election at this year's annual meeting of shareholders scheduled to be held on April 28, 2016.

Sincerely,

/s/  Zachary R. George           /s/  Stephen E. Loukas
Portfolio Manager                  Portfolio Manager

About FrontFour Capital:

FrontFour Capital is an investment adviser with offices in Greenwich, CT and Toronto, ON.  FrontFour focuses on value-oriented investments in North American companies.

Contact:

Stephen Loukas
FrontFour Capital Group LLC
35 Mason Street, 4th Floor
Greenwich, CT 06830
203-274-9050

SOURCE FrontFour Capital Group LLC