Stillwater Comments on Glass Lewis Report
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Urges Shareholders to Vote FOR All of Stillwater′s Director
Nominees on WHITE Proxy Card
Stillwater Mining Company (NYSE:SWC) (TSX:SWC.U) ('Stillwater? or the
'Company?) today commented on a report issued by Glass Lewis & Co.
('Glass Lewis?) on April 19, 2013. Stillwater disagrees with Glass
Lewis′ recommendation to elect three of the Clinton Group′s ('Clinton
Group?) proposed director nominees, but appreciates Glass Lewis′ view
that 'the Dissident hasn't made a strong enough case that their nominees
as a whole have superior skills or experience to direct the Company more
effectively than the current leadership team.?
Stillwater also noted that voting on Clinton Group′s green proxy card
has the potential to turn over effective control of the Company to a
shareholder that only recently acquired just 1.3% of the Company′s
outstanding shares. Stillwater urges shareholders to vote FOR all of its
highly qualified, incumbent director nominees at the Company's 2013
Annual Shareholders Meeting, which will be held on May 2, 2013.
Frank McAllister, Stillwater′s Chairman and Chief Executive Officer,
said, 'Stillwater is the strongest it has ever been. At a time when
other mining companies are taking massive write-downs, struggling to
find financing and face declining production, Stillwater is poised to
drive growth and create value for shareholders. Through the decade we
have overcome price volatility, prior management′s bad hedges that
impaired financial performance, auto industry contract expirations, and
global financial crises that impacted consumption. We have invested
prudently in growth, maintained balance sheet strength and flexibility,
built a dedicated workforce in Montana and invested in safety. Our PGM
acquisition in Canada was validated by the investment by Mitsubishi at
an 87% premium to our original purchase price and we expect to have
further validation on the project in very short order. The Altar project
has also maintained its value and, as we have said, we have an option to
maximize value without diverting capital resources from palladium
investment and growth.?
Added McAllister, 'We disagree with Glass Lewis′ recommendation to elect
three of Clinton Group′s nominees, but we are encouraged that Glass
Lewis also identifies serious shortcomings with the Dissident platform
and slate as a whole. We urge shareholders to vote the white proxy to
elect all of Stillwater′s nominees, who are committed to serving the
best interests of all Stillwater shareholders.?
It its report, Glass Lewis noted:
- 'In our view, the Dissident hasn't made a strong enough case that
their nominees as a whole have superior skills or experience to direct
the Company more effectively than the current leadership team.? - 'Notably, we place a particularly high burden on the Dissident, in
this case, to justify the need for a complete revamp of the board and
the potential ouster of the CEO. As a Stillwater shareholder for less
than one year, with a relatively small 1.3% stake, we believe any case
for wholesale board and management change must be particularly
compelling. In our opinion, the Dissident has fallen short of the
threshold required to justify backing all of its nominees.? - 'However, we aren't convinced that a complete ousting of the
current board and CEO, replacing them with the full Dissident slate of
nominees and a yet-to-be-named new CEO, is either justified or likely
to result in a superior outcome for Stillwater shareholders at this
time.? - 'Looking at historical palladium prices, it indeed appears that
palladium was in a bubble from roughly September 1999 through October
2001, when the price spiked from $350 per ounce to more than $1,000
per ounce, and then plummeted back below $350 per ounce.? - 'To be fair, looking at performance over trailing 10-year periods,
we note that Stillwater's stock price increased 349% as of April 19,
2013, and increased 139% as of December 31, 2012.? - 'In fact, over the last five years, we found that the Company's
weekly stock price was 80% correlated with weekly palladium prices and
85% correlated with our weekly basket price, which averaged a mix of
78% palladium and 22% platinum over the last 15 years. We note that we
calculated a basket price using a dynamic mix of palladium and
platinum for each year based on the average annual ratio of proven and
probable reserves of palladium and platinum disclosed by the Company
for each year end.? - 'We agree with the Company that the Dissident nominees lack public
company board experience. In fact, three of the Dissident nominees'
greatest attributes seem to be their investing and governance
experience, which, while valuable, likely isn't entirely necessary in
that amount.? - 'By and large, we're more apt to believe that certain incumbent
directors have a stronger understanding of Stillwater and possess more
applicable knowledge in PGM, open-pit and underground mining relative
to the Dissident nominees.?
Stillwater notes that several analysts ? financial experts with
backgrounds in mining, who follow Stillwater on a regular basis ? have
stated:
- 'Having looked at the complaints of the Clinton Group, we have to
say that we largely agree with Stillwater.? - Leon Esterhuizen, CIBC,
March 20, 2013 - 'SWC is the best pureplay. Stillwater is the largest North American
PGM producer (75% of mine output is palladium, the remainder is mostly
platinum) and in our view best positioned to benefit from supply
challenges globally.? - Sam Dubinsky, Wells Fargo, February 19, 2013 - 'The company is again working to grow its skilled worker base.
Increased costs result in part from improved payments to its
underground miners. We feel this should reduce labor turnover and
thereby improve productivity.? - John Bridges, J.P. Morgan, March 27,
2013
In addition to financial analysts, independent third parties, who have a
thorough understanding of Stillwater′s business and have a stake in its
future success, have publicly expressed their support of Stillwater′s
director nominees. For example:
The United Steelworkers, the Union that represents many of
Stillwater′s employees, has expressed opposition to the Clinton
Group′s attempt to replace Stillwater′s Board of Directors and CEO,
stating: 'There is no question about what is best for the success
of the Stillwater Mining Company and the USW′s membership in this
upcoming proxy fight. CEO Frank McAllister and the existing Board of
Directors have done a good job running the Company, and the Clinton
Group′s attempt to replace them is meritless.? (United
Steelworkers Letter to Stillwater Shareholders, April 7, 2013)
The Good Neighbor Agreement (GNA) Councils have encouraged
shareholders of Stillwater to vote in support of the current Board and
management, stating: 'The Councils appreciate and respect the
commitment shown by the current leadership of SMC over the last twelve
years to implement and promote the GNA. The Councils encourage
shareholders of SMC to vote in support of the current Board and
management.? (Good Neighbor Agreement Councils Letter to
Stillwater Shareholders, April 2, 2013)
All shareholders of record as of March 6, 2013 are entitled to vote at
the 2013 Annual Shareholders Meeting on May 2, 2013. Stillwater
encourages all shareholders to carefully review its definitive proxy
filing and other materials and vote only their WHITE proxy card. For
more information about Stillwater′s 2013 Annual Shareholders Meeting,
please visit www.supportstillwater.com.
About Stillwater Mining Company
Stillwater Mining Company is the only U.S. producer of palladium and
platinum and is the largest primary producer of platinum group metals
outside of South Africa and the Russian Federation. The Company′s shares
are traded on the New York Stock Exchange under the symbol SWC and on
the Toronto Stock Exchange under the symbol SWC.U. Information on
Stillwater Mining Company can be found at its website: www.stillwatermining.com.
Some statements contained in this news release are forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and, therefore, involve uncertainties or risks that
could cause actual results to differ materially. These statements may
contain words such as 'believes,' 'anticipates,' 'plans,' 'expects,'
'intends,' 'projects', 'estimates,' 'forecast,' 'guidance,' or similar
expressions. These statements are not guarantees of the Company's future
performance and are subject to risks, uncertainties and other important
factors that could cause our actual performance or achievements to
differ materially from those expressed or implied by these
forward-looking statements. Such statements include, but are not limited
to, comments regarding expansion plans, costs, grade, production and
recovery rates, permitting, financing needs, the terms of future credit
facilities and capital expenditures, increases in processing capacity,
cost reduction measures, safety, timing for engineering studies, and
environmental permitting and compliance, litigation, labor matters and
the palladium and platinum market. Additional information regarding
factors, which could cause results to differ materially from
management's expectations, is found in the section entitled 'Risk
Factors' in the Company's 2012 Annual Report on Form 10-K and in
subsequent filings with the United States Securities & Exchange
Commission. The Company intends that the forward-looking statements
contained herein be subject to the above-mentioned statutory safe
harbors. Investors are cautioned not to rely on forward-looking
statements. The Company disclaims any obligation to update
forward-looking statements.
Investor:
Mike Beckstead, 406-373-8971
or
Innisfree M&A
Incorporated
Arthur Crozier / Jennifer Shotwell / Scott Winter
212-750-5833
or
Media:
Sard
Verbinnen & Co
Dan Gagnier / Michael Henson
212-687-8080