RAMIUS
CAPITAL URGES A. SCHULMAN STOCKHOLDERS NOT TO BE MISLED BY COMPANY’S
SELF-SERVING RHETORIC AND LAST-MINUTE ATTEMPT TO SEEK VOTES
Urges
Stockholders To Adhere To The Recommendations of Two Leading Independent
Proxy
Advisory Firms
Calls
On Stockholders To Vote For Ramius' Two Independent Nominees To Ensure
The
Company Takes All Actions To Maximize Stockholder Value
NEW
YORK
- January 9, 2007 – Starboard Value and Opportunity Master Fund Ltd., an
affiliate of RCG Starboard Advisors, LLC and Ramius Capital Group, L.L.C.
(collectively, "Ramius"), today urged all stockholders of A. Schulman Inc.
("Schulman" or the "Company") (NASDAQ: SHLM)
not to be misled by the Company’s recent self-serving public statements made
just one day before the Annual Meeting of Stockholders. Ramius continues
to urge
stockholders to ignore the Company’s desperate rhetoric and to vote today on the
GOLD proxy card to elect both Michael Caporale, Jr. and Lee Meyer to the
Company’s Board of Directors at the upcoming Annual Meeting, which is scheduled
for January 10, 2008.
TWO
LEADING INDEPENDENT PROXY GOVERNANCE FIRMS – ISS GOVERNANCE SERVICES (ISS) AND
GLASS LEWIS & CO. – WERE NOT FOOLED BY THE COMPANY’S LAST-DITCH,
SELF-SERVING STATEMENTS AND ATTACKS ON OUR NOMINEES!
In
recent
public statements, A. Schulman would have its stockholders believe that
the
recently announced fiscal 2008 first quarter results are evidence that
the
Company’s strategic plan is working and that the current Board is growing
shareholder value. This
could not be further
from the truth!
In
fact,
in its recommendation that A. Schulman stockholders vote for both Mr. Caporale
and Mr. Meyer on the GOLD proxy card, ISS recognized that the Company’s
strategic turnaround plan is not truly bearing fruit and pointed out
that:
“…while
the Company’s revenues for
the first quarter of fiscal 2008 increased by 12.2% over last year’s first
quarter net sales of $442.7 million, cash flow from operations was $8.8
million
for the first quarter of fiscal 2008, compared with $19.6 million in the
first
quarter of fiscal 2007.”
THE
COMPANY IS USING SCARE TACTICS IN A DESPERATE ATTEMPT TO WIN VOTES!
The
Company would have its stockholders believe that the election of Ramius’
nominees would create disruption on the Board. ISS apparently did not
buy this tactic. Neither should stockholders.
According
to ISS’ report:
“We
do not believe that the presence of the dissidents on the board would
materially
disrupt any ongoing restructuring process and/or strategic
process. On the contrary, we believe that dissident nominees would
bring fresh perspective to the board and greater management oversight
in light
of the company’s continuous underperformance.”
Stockholders
should ask themselves whether they should believe a leading independent
proxy
advisory firm or the Company’s Board that will say and do anything to get its
nominees elected. We think the answer is obvious!
STOCKHOLDERS
HAVE THE OPPORTUNITY TO PROTECT THEIR INVESTMENT!
Despite
what the Company would have you believe, our director nominees’ interests are
firmly aligned with those of all stockholders of the Company. All
stockholders will benefit if the Company’s value increases. By voting
for BOTH of our highly qualified nominees, Michael Caporale, Jr. and Lee
Meyer,
on the GOLD proxy card,
the stockholders empower our nominees to ensure that the Company takes
all
actions to maximize stockholder value. Rest assured that they can, and
will,
appropriately represent the stockholders’ best interests.
WE
ARE ASKING FOR STOCKHOLDER SUPPORT
TO ELECT DIRECTORS WHO WILL REPRESENT THEIR BEST INTERESTS ON THE SCHULMAN
BOARD
We
urge
stockholders to vote for Mr. Caporale and for Mr. Meyer on the GOLD proxy
card.
We offer stockholders the opportunity to elect to the Schulman boardroom
representatives committed to building the value of their investment. In
the
meantime, we urge stockholders NOT to return any WHITE proxy card Schulman
management sends you.
If
you
have any questions, or need assistance in voting your shares, please call
Innisfree M&A Incorporated, toll-free, at 1-888-750-5834.
About
Ramius Capital Group,
L.L.C.
Ramius
Capital Group is a registered investment advisor that manages assets of
approximately $9.6 billion in a variety of alternative investment strategies.
Ramius Capital Group is headquartered in New York with offices located
in
London, Tokyo, Hong Kong, Munich, and Vienna.
CERTAIN
INFORMATION CONCERNING THE PARTICIPANTS
On
December 19, 2007, Starboard Value and Opportunity Master Fund Ltd., an
affiliate of Ramius Capital Group, L.L.C. (“Ramius Capital”), together with the
other participants named herein, made a definitive filing with the Securities
and Exchange Commission (“SEC”) of a proxy statement and an accompanying GOLD
proxy card to be used to solicit votes for the election of its nominees
at the
2007 annual meeting of stockholders of A. Schulman, Inc., a Delaware corporation
(the “Company”).
RAMIUS
CAPITAL ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE
PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO
CHARGE
ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES
OF
THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR
COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A
INCORPORATED, AT ITS TOLL-FREE NUMBER: (888) 750-5834.
The
participants in the proxy solicitation are Starboard Value and Opportunity
Master Fund Ltd., a Cayman Islands exempted company (“Starboard”), Starboard
Value & Opportunity Fund, LLC, a Delaware limited liability company
(“Starboard Value”), Parche, LLC, a Delaware limited liability company
(“Parche”), RCG Enterprise, Ltd, a Cayman Islands exempted company (“RCG
Enterprise”), RCG Starboard Advisors, LLC, a Delaware limited liability company
(“RCG Starboard”), Ramius Capital, a Delaware limited liability company, C4S
& Co., L.L.C., a Delaware limited liability company (“C4S”), Peter A. Cohen
(“Mr. Cohen”), Morgan B. Stark (“Mr. Stark”), Thomas W. Strauss (“Mr. Strauss”),
Jeffrey M. Solomon (“Mr. Solomon”), Mark Mitchell (“Mr. Mitchell”), Michael
Caporale, Jr. (“Mr. Caporale Jr.”), Lee Meyer (“Mr. Meyer”) and Yevgeny V.
Ruzhitsky (“Mr. Ruzhitsky”) (collectively, the “Participants”). As of January 9,
2007, Starboard beneficially owns 998,073 shares of Common Stock of the
Company,
Starboard Value beneficially owns 736,984 shares of Common Stock of the
Company
and Parche beneficially owns 327,738 shares of Common Stock of the Company.
As
the sole non-managing member of Parche and owner of all economic interests
therein, RCG Enterprise is deemed to beneficially own the 327,738 shares
of
Common Stock of the Company owned by Parche. As the investment manager
of
Starboard and the managing member of each of Parche and Starboard Value,
RCG
Starboard Advisors is deemed to beneficially own the 998,073 shares of
Common
Stock of the Company owned by Starboard, the 736,984 shares of Common Stock
of
the Company owned by Starboard Value and the 327,738 shares of Common Stock
of
the Company owned by Parche. As the sole member of RCG Starboard Advisors,
Ramius Capital is deemed to beneficially own the 998,073 shares of Common
Stock
of the Company owned by Starboard, the 736,984 shares of Common Stock of
the
Company owned by Starboard Value and the 327,738 shares of Common Stock
of the
Company owned by Parche. As the managing member of Ramius Capital, C4S
is deemed
to beneficially own the 998,073 shares of Common Stock of the Company owned
by
Starboard, the 736,984 shares of Common Stock of the Company owned by Starboard
Value and the 327,738 shares of Common Stock of the Company owned by Parche.
As
the managing members of C4S, each of Messrs. Cohen, Stark, Strauss and
Solomon
is deemed to beneficially own the 998,073 shares of Common Stock of the
Company
owned by Starboard, the 736,984 shares of Common Stock of the Company owned
by
Starboard Value and the 327,738 shares of Common Stock of the Company owned
by
Parche. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership
of such shares of Common Stock of the Company to the extent of their respective
pecuniary interest therein. As members of a “group” for the purposes of Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, each of
Messrs.
Caporale, Jr., Meyer, Mitchell and Ruzhitsky is deemed to beneficially
own the
998,073 shares of Common Stock of the Company owned by Starboard, the 736,984
shares of Common Stock of the Company owned by Starboard Value and the
327,738
shares of Common Stock of the Companyowned
by
Parche. Messrs. Caporale, Jr., Meyer, Mitchell and Ruzhitsky each disclaim
beneficial ownership of the shares of Common Stock of the Company that
they do
not directly own.
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Contact:
Media
& Stockholders:
Sard
Verbinnen & Co.
Dan
Gagnier or Renée Soto, 212-687-8080