|
|
Filed
by ICO, Inc.
Pursuant
to Rule 425 under the Securities
Act
of 1933 and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934
|
|
|
|
|
|
Subject
Company: ICO, Inc.
Commission
File No.: 001-08327
|
December
3, 2009
ICO
Supplier Letter
Dear
Valued Supplier:
At ICO,
we deeply value our supplier relationships and understand the importance of
keeping you up to date on major milestones in the growth of our business and our
ability to partner with you.
I am
writing today to inform you of a very important announcement. Last night, ICO
and A. Schulman, Inc. jointly announced that we signed a definitive agreement
for ICO to be acquired by A. Schulman, a $1.3 billion international supplier of
high-performance plastic compounds and resins based in Akron, Ohio. Pending
approval of our shareholders and customary regulatory approvals, we expect the
transaction will be completed by March 2010.
We
believe this announcement is very good news for our suppliers. In fact, our two
businesses are extremely complementary across markets, product lines and
geographically. We expect our combined organization will deliver opportunities
and synergies that will make us more efficient and effective. Our commitment to
quality products and supply chain excellence remains unchanged, and, for
virtually all suppliers, the relationships and business operations you know and
trust will not change. Naturally, we will continue to honor our contracts and
agreements.
Notable
benefits of the proposed transaction include:
|
o
|
Greater
access to rotomolding technology throughout the combined company’s larger
global footprint, covering North America, Europe, Asia, South America and
Australia
|
|
o
|
Engineered
plastics solutions that include size reduction
technology
|
|
o
|
A
total of four plants in Asia, including ICO’s plant in Malaysia and a new
facility A. Schulman is planning to build in
India
|
|
o
|
Wide
range of R&D and applications knowledge, and manufacturing technology
from across the two organizations
|
|
o
|
Greater
market coverage and availability of products through
distribution
|
A.
Schulman is a strong global leader in the manufacture of high-performance
plastic compounds and resins, with an outstanding management team and corporate
culture. It is well-positioned to pursue a long-term strategy of profitable
growth and value creation that is consistent with our vision at
ICO.
We have
built a great team here, and we have been highly impressed with the enthusiasm
and energy of the team at A. Schulman. We believe the chemistry will be good
when the integration takes place, and our ability to deliver on our commitments
to high-quality products and customer service will be enhanced as a result of
this business combination.
As you
can imagine, we are very excited about the opportunities stemming from this
proposed agreement, and we look forward to working with you to explore how we,
as part of a larger organization, can be an even better supply chain partner.
Please don’t hesitate to let me know if you have questions.
Regards,
A. John
Knapp, Jr., President and Chief Executive Officer
Forward-Looking
Statements
Certain matters discussed in this
document are “forward-looking statements,” involving certain risks,
uncertainties, and assumptions, intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
The Company’s statements regarding trends in the marketplace, potential
future results, and statements regarding the merger (including the valuation,
benefits, results, effects and timing thereof), the combined company and
attributes thereof, and whether and when the transactions contemplated by the
merger agreement will be consummated are examples of such forward-looking
statements. The following is a non-exclusive list of risks and
uncertainties, and circumstances that present risks, that could cause the
forward-looking statements to become untrue or otherwise affect the outcome
thereof including without limitation: the failure to receive the
approval of the Company’s shareholders; satisfaction of the conditions to the
closing of the merger; costs and difficulties related to integration of
businesses and operations; delays, costs and difficulties relating to the merger
and related transactions; results of cash/stock elections of shareholders;
restrictions imposed by the Company’s outstanding indebtedness; changes in the
cost and availability of resins (polymers) and other raw materials; changes in
demand for the Company's services and products; business cycles and other
industry conditions; general economic conditions; international risks;
operational risks; currency translation risks; the Company’s lack of asset
diversification; the Company’s ability to manage global inventory, develop
technology and proprietary know-how, and attract and retain key personnel;
failure of closing conditions in any transaction to be satisfied; integration of
acquired businesses; as well as risk factors and other factors detailed in the
Company's and A. Schulman’s respective most recent form 10-K and other filings
with the Securities and Exchange Commission.
Should one or more of such risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated. Any
forward-looking statements are made only as of the date of this document, and
the Company undertakes no obligation to publicly update any such forward-looking
statements to reflect subsequent events or circumstances.
Additional
Information
In connection with the proposed merger,
A. Schulman and the Company intend to file materials relating to the transaction
with the Securities and Exchange Commission (“SEC”), including a registration
statement of A. Schulman, which will include a prospectus of A. Schulman and a
proxy statement of the Company. INVESTORS AND SECURITY HOLDERS
OF THE COMPANY ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS AND ANY OTHER MATERIALS REGARDING THE PROPOSED MERGER
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT A. SCHULMAN, THE COMPANY AND THE PROPOSED TRANSACTION. Investors and
security holders may obtain a free copy of the registration statement and the
proxy statement/prospectus when they are available and other documents
containing information about A. Schulman and the Company, without charge, at the
SEC’s web site at www.sec.gov. Copies of A. Schulman’s SEC filings
may also be obtained for free by directing a request to Investor Relations
Department at
330-668-7302. Copies
of the Company’s SEC filings may also be obtained for free by directing a
request to Investor Relations Department at 713-351-4100. The Company
expects to file a Current Report on Form 8-K that will contain additional
information with regard to the merger.
Participants
in Solicitation
A. Schulman and the Company and their
respective directors and executive officers may be deemed to be participants in
the solicitation of proxies from the Company’s stockholders in respect of the
merger. Information about these persons can be found in A. Schulman’s proxy
statement relating to its 2009 Annual Meeting of Stockholders, as filed with the
SEC on November 6, 2009, A. Schulman’s Current Reports on Form 8-K, as filed
with the SEC on September 2, 2009 and October 30, 2009, the Company’s proxy
statement relating to its 2009 Annual Meeting of Shareholders, as filed with the
SEC on January 23, 2009, and the Company’s Current Reports on Form 8-K, as filed
with the SEC on December 11, 2008, January 22, 2009, May 12, 2009 and August 6,
2009. These documents can be obtained free of charge from the sources
indicated above. Additional information about the interests of such
persons in the solicitation of proxies in respect of the merger will be included
in the registration statement and the proxy statement/prospectus to be filed
with the SEC in connection with the proposed transaction.
Register for streaming realtime charts, analysis tools, and prices.
Hot Features
Premium
