INDEPENDENCE, Ohio--(BUSINESS WIRE)--The GrafTech International Ltd. (“GrafTech” or the “Company”) April 14, 2014 Proxy Statement makes certain statements regarding an investment made by Michael Nahl, former Chair of the Audit Committee, in a medical technology company sponsored by another then-director, at a time when they both served on the Company’s Board of Directors. Upon further review, the Company wishes to acknowledge the following points:
- Mr. Nahl has advised that he made the investment on equal terms, and subject to the same investment risk, as all other investors in the same company;
- On that basis, the Company acknowledges that Mr. Nahl’s investment did not conflict with GrafTech’s interests or the best interests of its shareholders;
- The Company acknowledges that, to its knowledge, Mr. Nahl fully cooperated with the investigation of the Special Committee described in the April 14, 2014 Proxy Statement.
Throughout the course of his tenure on the Board, Mr. Nahl worked diligently to unlock value for all of GrafTech’s shareholders. Mr. Nahl retired from the Board in May 2013. We thank him for his many years of dedicated service to GrafTech.
GrafTech International Ltd., an indirect subsidiary of Brookfield Asset Management Inc., is a global company that has been redefining limits for more than 130 years. We offer innovative graphite and petroleum needle coke material solutions for our customers in a wide range of industries and end markets, including steel and other metals manufacturing, graphite electrode and specialties manufacturing, and advanced energy and electronics applications. GrafTech operates 16 principal manufacturing facilities on four continents and sells products in over 70 countries. Headquartered in Independence, Ohio, GrafTech employs approximately 1,900 people. For more information, call 216-676-2000 or visit www.GrafTech.com.
NOTE ON FORWARD-LOOKING STATEMENTS: This news release and related discussions may contain forward-looking statements about such matters as: outlook for 2016 or beyond; future, expected or targeted operational and financial performance; growth prospects and rates; the markets we serve and our position in those markets; future, expected or targeted profitability, cash flow, liquidity, capital resources, sales, costs and expenses, tax rates, margins, working capital, production capacity or levels, inventory levels, debt levels, capital expenditures, EBITDA, cost savings and business opportunities and positioning; strategic plans; inventory and supply chain management; rationalization, product line change, cost and liquidity initiatives and activities; operating rates or efficiency in our operations or our competitors' or customers' operations; future prices and demand for our products; product quality; diversification, new products and product improvements; divestitures, asset sales, investments and acquisitions that we may make in the future; possible debt or equity financing or refinancing (including factoring and supply chain financing) activities; our customers' operations, order patterns and demand for their products; customer bankruptcies; regional and global economic and industry market conditions, including their impact on us and our customers and suppliers; conditions and changes in the global financial and credit markets; timing of filing of our reports with the SEC; the nature of any report on our financial statements; legal proceedings; compliance with covenants under credit facilities and debt securities and possible consequences of non-compliance and responses thereto; tax rates and the effects of jurisdictional mix; accounting changes; and currency exchange and interest rates and changes therein. We have no duty to update these statements. Our expectations and targets are not predictions of actual performance and historically our performance has deviated, often significantly, from our expectations and targets. Actual future events, circumstances, performance and trends could differ materially, positively or negatively, due to various factors, including: failure to achieve production rate, inventory level, product development, capital expenditure level, cost savings, synergy, EBITDA or other targets or estimates; actual outcome of uncertainties associated with assumptions and estimates used when applying critical accounting policies and preparing financial statements; failure to successfully develop and commercialize new or improved products; adverse changes in cost, inventory or supply chain management; limitations or delays on capital expenditures; business interruptions, including those caused by weather, natural disaster, or other causes; delays or changes in, or non-consummation of, proposed asset sales, divestitures, investments or acquisitions; failure to achieve expected or targeted results from any completed asset sales, divestitures, investments or acquisitions; inability to protect our intellectual property rights or infringement of intellectual property rights of others; changes in market prices of our securities; changes in our ability to obtain new or refinance existing financing on acceptable terms or at all; inability to obtain amendments or waivers relating to covenants under credit facilities or debt securities; possible limitations or qualifications on any report on our financial statements; adverse changes in labor relations; adverse developments in legal proceedings or investigations; non-realization of anticipated benefits from, or variances in the cost or timing of, organizational changes, rationalizations and restructurings; loss of market share or sales due to rationalization, product line changes, or pricing activities; negative developments relating to health, safety or environmental compliance, remediation or liabilities; downturns, production reductions or suspensions, or other changes in steel, electronics and other markets we or our customers serve; customer or supplier bankruptcy or insolvency events; declines in demand; intensified competition; graphite electrode, needle coke and other competitive product manufacturing capacity increases; fluctuating market prices for our products, including adverse differences between actual graphite electrode prices and spot or announced prices; consolidation of steel producers; mismatches between manufacturing capacity and demand; significant changes in actual or effective tax rates; changes in the availability or cost of key inputs, including petroleum, petroleum-based coke or energy; failure to satisfy conditions to government grants; changes in capital structure or share ownership; changes in interest or currency exchange rates; inflation or deflation; changes in or continuing uncertainty over fiscal or monetary policies or conditions in the U.S., Europe, China or elsewhere; regional or global political unrest or uncertainty or financial or economic crises that adversely impact us or our customers' businesses; and other risks and uncertainties, including those detailed in our SEC filings, as well as future decisions by us. This news release does not constitute an offer or solicitation as to any securities.