Relational Investors LLC and CalSTRS Question Timken Board’s Willingness to Act in the Best Interests of All Shareholders Following Meeting with Board Members

Timken Family-Influenced Board Continues to REBUT Investment Community Consensus To Separate Company’s Two Core Businesses And Eliminate The Stock’s Long-Standing “Conglomerate” Discount

Relational and CalSTRS Urge Shareholders To VOTE FOR CalSTRS’ Proxy Proposal To Unlock Shareholder Value At Timken By Separating The Company’s Steel And Bearings Businesses And Having Them Trade Independently

SAN DIEGO–(BUSINESS WIRE)– Relational Investors LLC (“Relational”) and the California State Teachers’ Retirement System (“CalSTRS”), collectively owners of 7.28% of the shares of The Timken Company (NYS: TKR) (“Timken” or “the Company”), called into question the ability of the family-influenced Board of Directors to act in the best interest of all of the Company’s shareholders following today’s meeting at the Company’s Canton, Ohio headquarters. The Board is unwilling to separate Timken’s Steel and Bearings businesses to unlock shareholder value and continues to support the Company’s “conglomerate” structure which impairs its stock price.

Anne Sheehan, director of Corporate Governance at CalSTRS, commented, “Timken’s Board invited CalSTRS to meet with representatives of management and the Board today. The meeting followed the filing of our February 27, 2013 shareholder presentation. From the outset, we have tried to work with the Board to unlock the Company’s inherent value for all shareholders through the separate public trading of Timken’s Steel and Bearings businesses. It is clear that there is consensus in the investment community supporting this initiative based on published analyst reports, calls with the Company’s investors, and Timken’s stock price. Nevertheless, the Board has consistently turned a blind eye to what the marketplace is saying.”

Ralph Whitworth, founder and principal of Relational, said, “Despite Timken‘s preempting today’s meeting with a press release yesterday, we hoped that at today’s meeting Timken’s management and Board would finally understand the powerful value proposition that flows from the overwhelmingly compelling and detailed case we have presented to create value through two separately traded companies. Instead, while the meeting was cordial, we met with the same amorphous arguments and faulty math that has characterized the company’s response all …read more
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