Rayonier Advanced Materials Comments on Letter from Chatham Asset Management
13 Abril 2022 - 6:32PM
Business Wire
Continues to Recommend Stockholders Vote “FOR”
Three Nominees for Election to the Board at the 2022 Annual
Meeting
Rayonier Advanced Materials Inc. (NYSE:RYAM) (the “Company”)
today issued the following statement in response to Chatham Asset
Management LLC’s (“Chatham”) open letter to stockholders:
The Rayonier Board of Directors is
committed to acting in the best interest of its stockholders and
has a track record of stockholder engagement. The Company’s
management team has attempted to engage constructively with Chatham
regarding the refinancing of the Company’s Senior Notes due in
2024, in which Chatham purports to hold a 75 percent stake. The
Company has held multiple discussions to hear Chatham’s
perspectives and requests and has promptly relayed these to the
Board of Directors. Chatham has pushed for a refinancing proposal
that the Board, in consultation with multiple advisors, thoroughly
reviewed and determined is not in the best interest of the Company
and its stockholders. The Company continues to be confident in its
ability to obtain refinancing on terms that are significantly more
attractive than those offered by Chatham, and the Company is
prepared to opportunistically take action against that objective at
the appropriate time and well in advance of the maturity.
The Board of Directors do not believe a
withhold vote is in the best interest of all stockholders. RYAM
has a highly qualified, diverse Board of Directors that is actively
engaged in overseeing the execution of the Company’s strategic
initiatives to drive profitable growth and deliver enhanced value
to its stockholders. The Board is also committed to regular
refreshment and has appointed five new directors since 2018,
representing a refreshment rate of 50 percent over that period and
an overall average tenure of less than six years.
The Company is keenly focused on
generating greater stockholder value. The Board and management
team recognize recent business challenges and are executing a plan
to deliver profitable growth and greater value to its stockholders.
Over the past year, the Company completed its portfolio
optimization, divesting the balance of its non-strategic assets and
repaying a significant amount of debt. This enables the Company to
apply its full focus on the strategic positioning, optimization,
efficiency and reliability of its four world-class biorefineries.
Further to this strategy, the Company recently added new talent to
its leadership team, including its new President and CEO, Vito
Consiglio and Senior Vice President of High Purity Cellulose,
Joshua Hicks. In addition to timely addressing its capital
structure, the Company is keenly focused on advancing various other
initiatives to grow stockholder value, including leveraging and
investing in its core assets, obtaining fair value for its product
offerings, expanding its bio-based solutions, and enhancing efforts
to manage inflationary and supply chain challenges.
The Board of Directors continues to recommend stockholders
vote “FOR” its three highly qualified nominees at the upcoming 2022
Annual Meeting, which is scheduled for May 16, 2022. Thomas
Morgan has public company CEO experience and a deep understanding
of global supply chain management; Lisa Palumbo brings decades of
legal experience with international public and private companies;
and Ivona Smith has significant financial, capital markets,
restructuring and accounting experience.
About Rayonier Advanced Materials
Rayonier Advanced Materials is a global leader of
cellulose-based technologies, including high purity cellulose
specialties, a natural polymer commonly found in filters, food,
pharmaceuticals and other industrial applications. The Company also
manufactures products for paper and packaging markets. With
manufacturing operations in the U.S., Canada and France, Rayonier
Advanced Materials employs just over 2,500 people and generates
approximately $1.4 billion of revenues. More information is
available at www.rayonieram.com.
Forward-Looking Statements
Certain statements in this document regarding anticipated
financial, business, legal or other outcomes including business and
market conditions, outlook and other similar statements relating to
Rayonier Advanced Materials’ or future or expected events,
developments or financial or operational performance or results,
are "forward-looking statements" made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995
and other federal securities laws. These forward-looking statements
are identified by the use of words such as "may," "will," "should,"
"expect," "estimate," "believe," "intend," "anticipate" and other
similar language. However, the absence of these or similar words or
expressions does not mean that a statement is not forward-looking.
While we believe these forward-looking statements are reasonable
when made, forward-looking statements are not guarantees of future
performance or events and undue reliance should not be placed on
these statements. Although we believe the expectations reflected in
any forward-looking statements are based on reasonable assumptions,
we can give no assurance these expectations will be attained and it
is possible that actual results may differ materially from those
indicated by these forward-looking statements due to a variety of
risks and uncertainties.
Other important factors that could cause actual results or
events to differ materially from those expressed in forward-looking
statements that may have been made in this document are described
or will be described in our filings with the U.S. Securities and
Exchange Commission, including our Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. Rayonier Advanced Materials assumes
no obligation to update these statements except as is required by
law.
Important Additional Information
Rayonier Advanced Materials (the “Company”) and certain of its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the Company’s stockholders in
connection with the Company’s 2022 annual meeting. On April 1,
2022, the Company filed a definitive proxy statement for its
stockholders in connection with its 2022 annual meeting containing
the information specified in Schedule 14A. STOCKHOLDERS OF THE
COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT,
ACCOMPANYING PROXY CARD AND ALL OTHER DOCUMENTS FILED BY THE
COMPANY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION CAREFULLY
AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Information regarding the Company’s
directors and executive officers, including a description of their
direct interests, by security holdings or otherwise, is contained
in the definitive proxy statement and other documents filed with
the U.S. Securities and Exchange Commission. The definitive proxy
statement and other documents filed by the Company with the U.S.
Securities and Exchange Commission are available free of charge at
the U.S. Securities and Exchange Commission’s website,
http://www.sec.gov.
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