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Filed
by ICO, Inc.
Pursuant
to Rule 425 under the Securities
Act
of 1933 and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934
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Subject
Company: ICO, Inc.
Commission
File No.: 001-08327
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ICO,
INC. SETS RECORD DATE FOR STOCKHOLDERS
ENTITLED
TO VOTE ON A. SCHULMAN MERGER
Houston, Texas – March 16, 2010 – ICO,
Inc. (Nasdaq: ICOC), global producer of custom polymer powders and plastic film
concentrates, today announced that it has set March 17, 2010 as the record date
for the determination of stockholders entitled to vote at its upcoming special
meeting of stockholders. At the special meeting, ICO’s stockholders
will be asked to adopt the merger agreement entered into by ICO and A. Schulman,
Inc. (“Schulman”) which provides for a merger in which ICO will become a
wholly-owned subsidiary of Schulman. The meeting date for the special
meeting is tentatively scheduled for April 28, 2010, pending completion of the
Securities and Exchange Commission’s review of Schulman’s registration
statement.
Additional
Information:
In connection with the proposed
transaction, A. Schulman has filed a Registration Statement on Form S-4 with the
SEC (Reg. No. 333-164085) containing a preliminary proxy statement/prospectus
regarding the proposed merger. STOCKHOLDERS OF ICO ARE ENCOURAGED TO
READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE REGISTRATION
STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. The final proxy statement/prospectus will be mailed to
stockholders of ICO. Investors and security holders will be
able to obtain the documents free of charge at the SEC's website,
www.sec.gov
,
from A. Schulman, Inc. at its website,
www.aschulman.com
,
or from ICO, Inc. at its website,
www.icopolymers.com
,
or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, attention: Corporate
Secretary.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
Participants
in the Solicitation
A. Schulman and ICO and their
respective directors and executive officers, other members of management and
employees and the proposed directors and executive officers of the combined
company, may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information concerning the
proposed directors and executive officers of the combined company, A. Schulman's
and ICO's respective directors and executive officers and other participants in
the proxy solicitation, including a description of their interests, is included
in the proxy statement/prospectus contained in the above-referenced Registration
Statement on Form S-4.
About ICO,
Inc.
With 20 locations in 9 countries, ICO
produces custom polymer powders for rotational molding and other polymer related
businesses, such as the textile, metal coating and masterbatch markets. ICO
remains an industry leader in size reduction, compounding and other tolling
services for plastic and non-plastic materials. ICO's Bayshore Industrial
subsidiary produces specialty compounds, concentrates and additives primarily
for the plastic film industry. Additional information about ICO, Inc.
can be found on the Company’s website at
www.icopolymers.com
. Contact: CFO
– Bradley T. Leuschner at 713-351-4100.
Certain matters discussed in this press
release are “forward-looking statements,” involving certain risks,
uncertainties, and assumptions, intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of
1995. The Company’s statements regarding trends in the marketplace,
potential future results, and any proposed transaction and its timing and
effects are examples of such forward-looking statements. The
following is a non-exclusive list of risks and uncertainties, and circumstances
that present risks, that could cause the forward-looking statements to become
untrue or otherwise affect the outcome thereof: the timely completion of the
Securities and Exchange Commission’s review of Schulman’s registration
statement, restrictions imposed by the Company’s outstanding indebtedness;
changes in the cost and availability of resins (polymers) and other raw
materials; changes in demand for the Company's services and products; business
cycles and other industry conditions; general economic conditions; international
risks; operational risks; currency translation risks; the Company’s lack of
asset diversification; the Company’s ability to manage global inventory, develop
technology and proprietary know-how, and attract and retain key personnel;
failure of closing conditions in any transaction to be satisfied; integration of
acquired businesses; as well as other factors detailed in the Company's form
10-K for the fiscal year ended September 30, 2009 and its other filings with the
Securities and Exchange Commission.
Should one or more of such risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated. Any
forward-looking statements are made only as of the date of this press release,
and the Company undertakes no obligation to publicly update any such
forward-looking statements to reflect subsequent events or
circumstances.