The following statement from Sensient Technologies Corporation SXT(“Sensient”) is in response to an erroneous press release issued today by
FrontFour Capital Group LLC (“FrontFour”) alleging that Sensient Director Dr.
Elaine R. Wedral has a conflict of interest based on her service as a director
of Balchem Corporation (“Balchem”).
On March 28, 2014, Balchem had already issued a Form 8-K with the U.S.
Securities and Exchange Commission (“SEC”) announcing Dr. Wedral's retirement
from the Balchem board of directors.
FrontFour's Stephen E. Loukas wrote a letter to Sensient's Board of Directors
yesterday claiming that Dr. Wedral, Sensient's soon-to-be Lead Director, has a
conflict of interest that would require her to resign from Sensient's Board.
Today, Mr. Loukas and FrontFour issued a press release reiterating the points
made in Mr. Loukas's letter. In these materials, Mr. Loukas notes Dr. Wedral's
service as a director of Balchem, a fact Sensient has disclosed annually in
its proxy materials.
On March 31, 2014, Balchem announced its entry into a definitive material
agreement to acquire SensoryEffects (a sometimes competitor of Sensient
Flavors). In Mr. Loukas's letter of April 2, 2014 and FrontFour's press
release this morning, they claim that Dr. Wedral would have a conflict of
interest by continuing to serve on the boards of both Sensient and Balchem.
Mr. Loukas even went so far as to suggest that Dr. Wedral might be violating
United States antitrust law.
What both Mr. Loukas and FrontFour overlook or deliberately ignore is
Balchem's announcement on a Form 8-K filed with the SEC on March 28, 2014. In
that filing, Balchem announced that Dr. Wedral had informed Balchem on March
25, 2014 of her retirement from the Balchem board effective as of April 1,
2014. Two days before FrontFour's press release, Dr. Wedral had already
retired from the Balchem board. Obviously, there is no conflict of interest
here, let alone an antitrust violation.
We cannot know with certainty what Mr. Loukas and his team were doing here. We
believe this failure to notice Balchem's public disclosure of Dr. Wedral's
retirement could be merely an act of breathtaking incompetence. Alternately,
FrontFour's error could be a deliberate act to materially deceive Sensient's
shareholders. In any case, our strong view is that Mr. Loukas and his team are
utterly unfit to opine on matters of Sensient's corporate governance or
anything else, and we believe Sensient's shareholders should not vote for any
of FrontFour's director nominees.
We urge Sensient's shareholders to vote the WHITE PROXY CARD today.
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