Questions Whether Elliott Understood Arconic’s Business Prior to Launching Proxy Fight
Arconic Inc. (NYSE: ARNC) noted today that Elliott Management
(“Elliott”) has posted no fewer than five versions of its shareholder
presentations – each with significantly restated calculations, industry
data sources and valuation analyses – during the first week of Elliott’s
campaign to change management at Arconic. Only two of these
presentations have been filed with the U.S. Securities and Exchange
Commission.
Arconic believes that the rapid succession of revised analyses calls
into question Elliott’s grasp of Arconic’s business and industry, and
whether Elliott truly understood Arconic and its opportunities prior to
launching its proxy fight. Among its many adjustments, Elliott has
lowered by 33 percent the top end of its potential earnings upside,
reduced its projected share value upside, and reduced by 67 percent the
magnitude of its projected share price appreciation from potential cost
savings in the Company’s Global Rolled Products (GRP) business. As
Elliott’s financial analysis has been revised, it has also changed the
sources and representations of its data.
The Company issued the following statement:
Arconic’s Board and management team are committed to protecting and
advancing the long-term interests of all of Arconic’s shareholders based
on sound analysis. The Company believes that Elliott’s shifting numbers,
data sources and valuations require thoughtful shareholder scrutiny.
The Company intends to provide further information on Elliott’s other
misleading assertions in the near future.
About Arconic
Arconic Inc. (NYSE: ARNC) creates breakthrough products that shape
industries. Working in close partnership with our customers, we solve
complex engineering challenges to transform the way we fly, drive, build
and power. Through the ingenuity of our people and cutting-edge advanced
manufacturing techniques, we deliver these products at a quality and
efficiency that ensure customer success and shareholder value. For more
information: www.arconic.com.
Follow @arconic: Twitter, Instagram, Facebook, LinkedIn and YouTube.
Dissemination of Company Information
Arconic intends to make future announcements regarding Company
developments and financial performance through its website at www.arconic.com.
Forward–Looking Statements
This communication contains statements that relate to future events and
expectations and as such constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include those containing such words as
“anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,”
“seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of
similar meaning. All statements that reflect Arconic’s expectations,
assumptions or projections about the future, other than statements of
historical fact, are forward-looking statements, including, without
limitation, forecasts relating to the growth of the aerospace,
automotive, commercial transportation and other end markets; statements
and guidance regarding future financial results or operating
performance; statements about Arconic’s strategies, outlook, business
and financial prospects; and statements regarding potential share gains.
Forward-looking statements are not guarantees of future performance and
are subject to risks, uncertainties, and changes in circumstances that
are difficult to predict. Although Arconic believes that the
expectations reflected in any forward-looking statements are based on
reasonable assumptions, it can give no assurance that 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. Such risks and uncertainties
include, but are not limited to: (a) deterioration in global economic
and financial market conditions generally; (b) unfavorable changes in
the markets served by Arconic; (c) the inability to achieve the level of
revenue growth, cash generation, cost savings, improvement in
profitability and margins, fiscal discipline, or strengthening of
competitiveness and operations anticipated from restructuring programs
and productivity improvement, cash sustainability, technology
advancements, and other initiatives; (d) changes in discount rates or
investment returns on pension assets; (e) Arconic’s inability to realize
expected benefits, in each case as planned and by targeted completion
dates, from acquisitions, divestitures, facility closures, curtailments,
expansions, or joint ventures; (f) the impact of cyber attacks and
potential information technology or data security breaches; (g)
political, economic, and regulatory risks in the countries in which
Arconic operates or sells products; (h) the impact of the separation on
the businesses of Arconic; (i) material adverse changes in aluminum
industry conditions, including fluctuations in London Metal
Exchange-based aluminum prices; (j) the impact of changes in foreign
currency exchange rates on costs and results; (k) the outcome of
contingencies, including legal proceedings, government or regulatory
investigations, and environmental remediation; and (l) the other risk
factors discussed in Arconic’s Form 10-K for the year ended December 31,
2015, and other reports filed with the U.S. Securities and Exchange
Commission (SEC). Arconic disclaims any obligation to update publicly
any forward-looking statements, whether in response to new information,
future events or otherwise, except as required by applicable law. Market
projections are subject to the risks discussed above and other risks in
the market.
Important Additional Information
Arconic Inc. (“Arconic”) intends to file a proxy statement and
associated WHITE proxy card with the Securities and Exchange Commission
(the “SEC”) in connection with the solicitation of proxies for Arconic’s
2017 Annual Meeting (the “Proxy Statement”). Arconic, its directors and
certain of its executive officers will be participants in the
solicitation of proxies from shareholders in respect of the 2017 Annual
Meeting. Information regarding the names of Arconic’s directors and
executive officers and their respective interests in Arconic by security
holdings or otherwise is set forth in the Annual Report on Form 10-K of
Alcoa Inc., which was Arconic’s former name (“Alcoa”), for the fiscal
year ended December 31, 2015, filed with the SEC on February 19, 2016,
and Alcoa’s proxy statement for the 2016 Annual Meeting, filed with the
SEC on March 24, 2016. To the extent holdings of such participants in
Arconic’s securities are not reported, or have changed since the amounts
described, in the 2016 proxy statement, such changes have been reflected
on Initial Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. Details concerning the
nominees of Arconic’s Board of Directors for election at the 2017 Annual
Meeting will be included in the Proxy Statement. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC,
INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS
THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
shareholders will be able to obtain a copy of the definitive proxy
statement and other documents filed by Arconic free of charge from the
SEC’s website, www.sec.gov.
Arconic’s shareholders will also be able to obtain, without charge, a
copy of the definitive Proxy Statement and other relevant filed
documents by directing a request by mail to Arconic, Corporate
Secretary’s Office, 390 Park Avenue, New York, New York 10022-4608, by
calling Arconic’s proxy solicitor, Innisfree M&A Incorporated, toll-free
at 1-877-750-5836, or from Arconic’s website at www.arconic.com.
Arconic Inc.
Investor Contact:
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media Contact:
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com