New directors to add valuable experience as
Alcoa prepares for separation
Lightweight metals leader Alcoa Inc. (NYSE:AA) today announced
that it will appoint Ulrich “Rick” Schmidt, John C. Plant and Sean
O. Mahoney to serve on the Company’s Board of Directors, effective
February 5, 2016. These appointments will further strengthen the
Company and add valuable aerospace and automotive experience to the
Board as Alcoa prepares to separate into two independent companies
in the second half of 2016. With these appointments, the Alcoa
Board will be expanded to consist of 15 directors.
“We are pleased to welcome Rick, John, and Sean to the Alcoa
Board,” said Klaus Kleinfeld, Chairman and Chief Executive Officer.
“As we prepare to separate into two strong companies, we have been
actively working to ensure each has a world-class Board of
Directors focused on creating shareholder value. Each of our new
directors is a high caliber executive with a proven track record of
success, and each brings valuable skills highly relevant to the
markets we serve, including aerospace and automotive. We look
forward to drawing on their expertise as we launch two independent
companies positioned for success.”
In connection with this announcement, Alcoa and affiliates of
Elliott Management, which hold an economic interest in
approximately 7.5 percent of Alcoa’s common stock, have entered
into an agreement that provides that Elliott will support the
Company’s slate of director nominees at Alcoa’s 2016 Annual Meeting
of Shareholders. Mahoney will be included with the Company’s slate
of director nominees for election at the Company’s 2016 Annual
Meeting of Shareholders and will be added to the class of directors
whose term expires in 2016. Schmidt and Plant will be added to the
class of directors whose terms expire in 2017 and 2018,
respectively.
Dave Miller, Senior Portfolio Manager at Elliott Management
said, “We believe the Company is taking the right steps as it moves
forward with its separation. This is a pivotal moment for Alcoa and
represents an opportunity to create substantial value for
shareholders. We are pleased to have worked constructively with
Alcoa and believe that Rick, John and Sean bring relevant
experience to the Alcoa Board and the future Value-Add Co.”
As previously announced, Alcoa plans to separate into two,
industry-leading publicly traded companies in the second half of
2016. The Upstream company will comprise five strong business units
that today make up Global Primary Products: Bauxite, Alumina,
Aluminum, Cast Products and Energy; the innovation and
technology-driven Value-Add company will include the Global Rolled
Products, Engineered Products and Solutions, and Transportation and
Construction Solutions businesses. As the Company prepares to
implement the separation, the Board of Directors will work closely
with Alcoa’s management team in a comprehensive review of its
portfolio, operations, profitability drivers and cost structure,
and will update the market at the appropriate time.
About Ulrich “Rick” Schmidt
Ulrich “Rick” Schmidt is the former Executive Vice President and
Chief Financial Officer of Spirit Aerosystems Holdings, Inc. He
served on the Board of Directors of Precision Castparts Corporation
from 2007 until January 2016. Schmidt joined Spirit Aerosystems
from Goodrich Corporation in 2005, where he served as Executive
Vice President and Chief Financial Officer from 2000 to 2005 and as
Vice President, Finance and Business Development, Goodrich
Aerospace from 1994 to 2000. Prior to joining Goodrich, he held
senior level roles at a variety of companies, including Invensys
Limited, Everest & Jennings International Limited and Argo-Tech
Corporation. Schmidt received his undergraduate degree and a
Masters of Business Administration from Michigan State
University.
About John C. Plant
John C. Plant is the former chairman of the board, president and
chief executive officer of TRW Automotive, which was acquired by ZF
Friedrichshafen AG in May 2015. Under his leadership, TRW employed
more than 65,000 people in approximately 190 major facilities
around the world and was ranked among the top 10 automotive
suppliers globally. Plant was a co-member of the Chief Executive
Office of TRW Inc. from 2001 to 2003 and an executive vice
president of TRW from the company’s 1999 acquisition of Lucas
Varity to 2003. Previously, Plant was president of Lucas Varity
Automotive and managing director of the Electrical and Electronic
division from 1991 through 1997. Plant is a member of the Board of
Directors of Masco Corporation, Gates Corporation, and Jabil
Circuit Corporation. He is also a vice chairman of the Washington
based Kennedy Center Corporate Fund Board, and a board member of
the Automotive Safety Council. A graduate of the University of
Birmingham, Plant holds a Bachelor of Commerce degree in Economics,
Accounting and Law, and was bestowed an honorary Doctorate in 2014.
Plant is also a Fellow of the Institute of Chartered
Accountants.
About Sean O. Mahoney
Sean O. Mahoney has extensive experience in capital markets and
business strategy across a wide variety of companies and sectors,
including industrial and automotive. He is a private investor with
over two decades of experience in investment banking and finance.
Mr. Mahoney currently serves on the boards of Delphi Automotive
plc, Cooper-Standard Holdings Inc., and Formula One Holdings, as
well as the post-bankruptcy board of Lehman Brothers Holdings Inc.
Mr. Mahoney spent 17 years in investment banking at Goldman, Sachs
& Co., where he was a partner and head of the Financial
Sponsors Group, followed by four years at Deutsche Bank Securities,
where he served as Vice Chairman, Global Banking. He earned his
undergraduate degree from the University of Chicago, and his
graduate degree from Oxford University, where he was a Rhodes
Scholar.
About Alcoa
A global leader in lightweight metals technology, engineering
and manufacturing, Alcoa innovates multi-material solutions that
advance our world. Our technologies enhance transportation, from
automotive and commercial transport to air and space travel, and
improve industrial and consumer electronics products. We enable
smart buildings, sustainable food and beverage packaging, high
performance defense vehicles across air, land and sea, deeper oil
and gas drilling and more efficient power generation. We pioneered
the aluminum industry over 125 years ago, and today, our
approximately 60,000 people in 30 countries deliver value-add
products made of titanium, nickel and aluminum, and produce
best-in- class bauxite, alumina and primary aluminum products. For
more information, visit www.alcoa.com, follow @Alcoa on Twitter at
www.twitter.com/Alcoa and follow us on Facebook at
www.facebook.com/Alcoa.
Forward Looking Statements
This release 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 “estimates,” “expects,” “goal,” “plans,” “should,”
“target,” “will,” “would,” or other words of similar meaning. All
statements that reflect Alcoa’s expectations, assumptions or
projections about the future, other than statements of historical
fact, are forward-looking statements, including, without
limitation, statements regarding Alcoa’s proposed separation
transaction, the future performance of Value-Add and Upstream
businesses and business improvement programs. Forward-looking
statements are subject to risks, uncertainties and other factors,
and are not guarantees of future performance. Important factors
that could cause actual results to differ materially from those
expressed or implied in the forward-looking statements include, but
are not limited to: (a) uncertainties as to the timing of the
separation and whether it will be completed; (b) the possibility
that various closing conditions for the separation may not be
satisfied; (c) the risk that the businesses will not be separated
successfully or such separation may be more difficult,
time-consuming or costly than expected; (d) the impact of the
separation on the businesses of Alcoa; (e) material adverse changes
in aluminum industry conditions, including global supply and demand
conditions and fluctuations in London Metal Exchange-based prices
and premiums, as applicable, for primary aluminum, alumina, and
other products, and fluctuations in indexed-based and spot prices
for alumina; (f) Alcoa’s inability to successfully realize goals
established in each of its business segments, at the levels or by
the dates targeted for such goals (including moving its alumina
refining and aluminum smelting businesses down on the industry cost
curves and increasing revenues and improving margins in its
Value-Add businesses); (g) Alcoa’s inability to realize expected
benefits, in each case as planned and by targeted completion dates,
from acquisitions, divestitures, facility closures, curtailments,
or expansions, or international joint ventures; (h) political,
economic, and regulatory risks in the countries in which Alcoa
operates, including unfavorable changes in laws and governmental
policies, tax rates, civil unrest, or other events beyond Alcoa’s
control; (i) changes in preliminary accounting estimates due to the
significant judgments and assumptions required; (j) the outcome of
contingencies, including legal proceedings and environmental
remediation; (k) deterioration in global economic and financial
market conditions generally; (l) the risk that increased debt
levels, deterioration in debt protection metrics, contraction in
liquidity, or other factors could adversely affect the targeted
credit ratings for Value-Add Company or Upstream Company; and (m)
the other risk factors summarized in Alcoa’s Form 10-K for the year
ended December 31, 2014, and other reports filed with the
Securities and Exchange Commission. Alcoa 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160201005618/en/
Alcoa Inc.Investor ContactMatthew Garth,
212-836-2714Matthew.Garth@alcoa.comorMedia ContactMonica Orbe,
212-836-2632Monica.Orbe@alcoa.com
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