Rentech Comments on Announcement by Engaged Capital and Lone Star
February 13 2014 - 4:25PM
Business Wire
Rentech, Inc. (NASDAQ: RTK) today issued the following statement
in response to a press release issued by Engaged Capital, LLC
(Engaged) and Lone Star Value Management, LLC (Lone Star) on
February 13, 2014.
Rentech is committed to having a highly qualified and
experienced board. The Company’s Nominating and Corporate
Governance Committee (the Committee) has commenced its annual
process to evaluate nominees for Board seats, with the goal of
selecting and nominating the most qualified candidates. The
Committee is in the process of evaluating a number of candidates,
including those identified by Engaged and Lone Star. Engaged and
Lone Star have refused to participate in the Committee’s selection
process. Following a number of discussions between the Company and
Engaged, on January 8, 2014, the Board invited Glenn Welling of
Engaged to a meeting with the Committee. Engaged declined this
invitation.
To complete its nominating process, the Committee will present
its recommendations to the full Board of Directors before the 2014
Annual Meeting of Stockholders, which has not yet been scheduled.
The Board will then nominate candidates that it believes will best
serve the interests of the Company and all of its shareholders. The
Company will provide details of the Board's recommended nominees in
its proxy statement and other related materials, to be filed with
the Securities and Exchange Commission, and mailed to all
stockholders eligible to vote at the 2014 Annual Meeting of
Stockholders.
Rentech has also communicated with Engaged and Lone Star
regarding their request for an exemption under the Company’s Tax
Benefit Preservation Plan, including that Rentech and its outside
tax advisors are in the process of evaluating the request. This
analysis has been complicated by recent changes in relevant
regulations.
Rentech is always open to constructive input from shareholders
and continues to actively communicate with its shareholders. Based
on those active dialogues, the Company is executing its announced
strategy to expand the fibre processing business and progress
towards a potential IPO as a master limited partnership based on
the fibre business in less than two years. The Company looks
forward to communicating further with its shareholders over the
coming months about its plan and outlook, and will provide more
detailed updates when Rentech releases fourth quarter and full year
2013 financial results on March 11, 2014.
No action by Rentech shareholders is required at this time.
Credit Suisse is acting as financial advisor to Rentech, and
Latham & Watkins LLP is acting as legal advisor.
About Rentech, Inc.
Rentech, Inc. (www.rentechinc.com) owns and operates wood fibre
processing and nitrogen fertilizer manufacturing businesses. The
wood fibre processing business consists of the provision of wood
chipping services and the manufacture and sale of wood chips,
through a wholly-owned subsidiary, Fulghum Fibres, Inc., and the
development of wood pellet production facilities. Rentech’s
nitrogen fertilizer business consists of the manufacture and sale
of nitrogen fertilizer through its publicly-traded subsidiary,
Rentech Nitrogen Partners, L.P. (NYSE: RNF). Rentech also owns the
intellectual property including patents, pilot and demonstration
data, and engineering designs for a number of clean energy
technologies designed to produce certified synthetic fuels and
renewable power when integrated with third-party technologies.
Safe Harbor Statement
This press release contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995
about matters such as: the potential for substantial growth in our
wood fibre business; the return profile of such growth
opportunities; the possibility of a MLP IPO for that business in
less than two years; and the impact of investments in our
fertilizer business. These statements are based on management’s
current expectations and actual results may differ materially as a
result of various risks and uncertainties. Other factors that could
cause actual results to differ from those reflected in the
forward-looking statements are set forth in the Company’s prior
press releases and periodic public filings with the Securities and
Exchange Commission (“SEC”), which are available via Rentech’s
website at www.rentechinc.com. The forward-looking statements in
this press release are made as of the date of this press release
and Rentech does not undertake to revise or update these
forward-looking statements, except to the extent that it is
required to do so under applicable law.
Additional Information and Where You Can Find It
Rentech, its directors and certain of its executive officers may
be deemed to be participants in the solicitation of proxies from
shareholders in connection with its annual meeting of shareholders
to be held in 2014 (the “2014 Annual Meeting”). Rentech plans to
file a proxy statement and white proxy card with the SEC in
connection with the solicitation of proxies for the 2014 Annual
Meeting (the “2014 Proxy Statement”). Additional information
regarding the identity of these potential participants and their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the 2014 Proxy Statement and other materials
to be filed with the SEC in connection with the 2014 Meeting. This
information can also be found in Rentech’s definitive proxy
statement for its annual meeting of shareholders held in 2013,
filed with the SEC on April 30, 2013 (the “2013 Proxy Statement”).
To the extent holdings of Rentech’s common stock have changed since
the amounts printed in the 2013 Proxy Statement, such changes have
been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC.
SHAREHOLDERS ARE URGED TO READ THE 2014 PROXY STATEMENT AND
WHITE PROXY CARD (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO),
2013 PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT RENTECH
HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
Shareholders will be able to obtain, free of charge, copies of
the 2014 Proxy Statement (when available), 2013 Proxy Statement and
any other documents filed or to be filed by Rentech with the SEC in
connection with the 2013 Meeting at the SEC’s website
(http://www.sec.gov).
Investors:Rentech, Inc.Julie Dawoodjee CafarellaVice President
of Investor Relations and Communications310-571-9800ir@rentk.comorMacKenzie Partners, Inc.Mark
Harnett1-800-322-28851-212-929-5500 (collect)orMedia:Sard Verbinnen
& CoJohn Christiansen/Megan Bouchier415-618-8750
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