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CalSTRS and Relational Detail for Proxy Advisory Firms the Flawed and Misleading Nature of Timken's

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By Business Wirevia The Motley Fool

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CalSTRS and Relational Detail for Proxy Advisory Firms the Flawed and Misleading Nature of Timken’s Arguments for Maintaining the Company’s Conglomerate Structure


CalSTRS and Relational Urge Shareholders To Vote FOR Proxy Proposal Item No. 6 To Unlock Shareholder Value By Separating Timken’s Steel and Bearings Businesses Into Two Publicly Traded Entities

SAN DIEGO–(BUSINESS WIRE)– Relational Investors LLC (“Relational”) and the California State Teachers’ Retirement System (“CalSTRS”), collectively owners of 7.3% of the shares of The Timken Company, (NYS: TKR) (“Timken” or “the Company”), today released a supplement to their most recent shareholder presentation detailing for proxy advisors the flawed and misleading nature of Timken’s arguments to maintain the company’s conglomerate structure.

CalSTRS and Relational urge Timken shareholders to VOTE FOR Item No. 6, our proposal to unlock shareholder value by separating the Company’s two incongruent businesses-Steel and Bearings-and having them trade independently, thereby eliminating the stock‘s long-standing conglomerate discount.

Relational commented, “CalSTRS and we are not going to let Timken’s Board off the hook. It is simply not in the best interests of Timken shareholders to be deprived of the true and fair value of their investment given the long-term potential of the Company’s Steel and Bearings businesses, so that the Timken family-dominated Board can continue to perpetuate a business structure that apparently only serves their interests. The investment community’s response to the announcement of our proposal to separate the businesses sends a clear message that the Board-sponsored conglomerate structure continues to impair shareholder value. By voting FOR our proposal, Item No. 6 on the proxy, shareholders now have the opportunity to hold the Timken Board accountable for the persistent conglomerate discount and to realize the increased value in their Timken shares since we made our proposal public on November 28, 2012, and the potential for greater upside.”


Timken’s Flawed Arguments Include
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Separation of Bearings and Steel Businesses is Sound Strategy to Unlock Shareholder Value at the Tim

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By Business Wirevia The Motley Fool

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Separation of Bearings and Steel Businesses is Sound Strategy to Unlock Shareholder Value at the Timken Company

Relational and CalSTRS Urge Shareholders To Vote FOR The CalSTRS Proposal To Maximize Return On Investment In Timken

SAN DIEGO–(BUSINESS WIRE)– The California State Teachers Retirement System (“CalSTRS”) and Relational Investors LLC (“Relational”), collectively owners of 7.3% of The Timken Company, (NYS: TKR) (“Timken” or “the Company”), today sent the following letter to all Timken shareholders urging them to send a clear message to the Timken Board to unlock shareholder value at the company by VOTING FOR the CalSTRS shareholder proposal at the Annual Meeting of Timken’s Shareholders on May 7, 2013.

The following is the letter.

Source: FULL ARTICLE at DailyFinance

Relational Investors LLC

             

California State Teachers’ Retirement System

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Relational Investors LLC and CalSTRS Question Timken Board's Willingness to Act in the Best Interest

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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
Source: FULL ARTICLE at DailyFinance

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Relational and CalSTRS Assert That Timken's Shareholder Presentation is Flawed and Misleading

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By Business Wirevia The Motley Fool

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Relational and CalSTRS Assert That Timken’s Shareholder Presentation is Flawed and Misleading

Shareholders Urged To VOTE FOR CalSTRS Proposal

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”), today stated that an investor presentation filed this morning by Timken presents a highly flawed and misleading analysis with respect to the CalSTRS proposal to spin off Timken’s Steel business to unlock shareholder value. The spinoff would create two publicly traded Timken entities – Steel and Bearings – ending the conglomerate discount which has consistently impaired the company’s stock price. Relational, Timken’s largest independent, public shareholder, fully supports the CalSTRS proposal, which is before shareholders for the Company’s annual meeting on May 7, 2013.

Ralph Whitworth, founder and principal of Relational, stated, “It is shocking that Timken would underestimate its shareholder’s intelligence by using such erroneous analysis as justification to not unlock value for Timken shareholders. In our numerous conversations with many of Timken’s largest shareholders, there is a consensus view that the Company should spinoff the Steel business.”

The facts are straightforward and Timken, try as it might, can’t hide or justify these realities:

  • Since November 15, 2012, shortly before Relational and CalSTRS filed their Schedule 13D advocating for the separation of Timken’s Steel and Bearings businesses, Timken’s stock price has outperformed its peers by 41%, or over $15 per share.
  • Timken’s Board must know that if it maintains the Company’s conglomerate structure rather than separate its businesses as recommended in the CalSTRS shareholder proposal, there is a significant risk that the price of Timken’s shares will fall precipitously.
  • Timken’s synergies analysis is highly flawed and contrived. It does not reflect the clear opportunity to mitigate dis-synergies as SKF did following the separation of its businesses and, which we cited in our Timken shareholder presentation. Indeed the mid point of Timken’s projected dis-synergies of $6-8 per share is no more than $2.65 per share higher than what we projected in our conservative analysis. And, as Timken knows or should know, there is ample opportunity to mitigate this incremental dis-synergy through supply arrangements.

Furthermore:

…read more
Source: FULL ARTICLE at DailyFinance

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Relational Investors LLC and CalSTRS Comment on Timken Proxy Materials

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Relational Investors LLC and CalSTRS Comment on Timken Proxy Materials


Relational And CalSTRS Launch
 www.UnlockTimken.com To Provide Shareholders With Important Information About Why The Separation Of Timken’s Two Core Businesses Would Enhance Shareholder Value


Shareholders Able To Send Timken Board A Message To Unlock Shareholder Value By VOTING FOR CalSTRS’ Proxy Proposal To Have Timken’s Two Core Businesses Separated, Eliminating The Stock’s Long-Standing “Conglomerate” Discount

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”), stated that shareholders can send the Timken Board a clear message to take action now to unlock shareholder value by VOTING FOR the CalSTRS proposal to separate Timken’s core Steel and Bearings businesses included in the proxy materials filed today by Timken.

Relational and CalSTRS today also announced the launch of www.UnlockTimken.com. The website provides shareholders with information detailing why a separation of Timken’s businesses will unlock shareholder value by allowing the market to independently value Timken’s Bearings and Steel businesses as pure-plays in their respective industries.

Relational said, “Our website provides shareholders with data and analysis that both support and demonstrate the potential for enhanced shareholder value that could be unlocked though the separate public trading of Timken’s Steel and Bearings businesses and show that Timken’s ‘conglomerate’ structure continues to cause the Company’s stock to trade at a significant discount.”

Since Relational and CalSTRS first filed their Schedule 13D on November 28, 2013, advocating for the separation of Timken’s Steel and Bearings businesses, Timken’s stock price has outperformed the S&P MidCap 400 Index by 23% as of March 15, 2013.

“The investment community’s reaction to the CalSTRS proposal has been positive and clear—there is a consensus among securities analysts supporting the separation of the Steel and Bearings businesses; favorable movement in the price of the stock; and growing traction for the separation among shareholders with whom Relational and CalSTRS have spoken,” Relational said.

Relational and CalSTRS URGE shareholders to send a clear message to Timken’s …read more
Source: FULL ARTICLE at DailyFinance