EX-99.1
3
foe-20141202ex991de9c3f.htm
EX-99.1
Exhibit 991
1
For Immediate Release
Ferro Completes Acquisition of Italian Tile Coatings Manufacturer Vetriceramici
CLEVELAND, Ohio - December 2, 2014 - Ferro Corporation (NYSE: FOE, "Company") announced today that it has completed the acquisition of tile coating manufacturer Vetriceramici S.p.A. for €83 million (approximately $104 million), subject to customary working capital and other purchase price adjustments. Vetriceramici was owned by Milan, Italy-based Private Equity Funds' Management Company Star Capital SGR S.p.A. and other related minority owners. The acquisition was previously announced on September 21, 2014.
The all-cash transaction was funded with excess cash and borrowings under the Company's existing revolving credit facility. It is expected to be accretive to Ferro's adjusted diluted earnings per share by $0.12 to $0.14 in 2015.
Vetriceramici, based in Casola Valsenio, Italy, is a leading supplier of ceramic coatings to high-end tile manufacturers. It has manufacturing facilities in Italy and Mexico, a mixing plant in Poland, and research and development and sales offices in Italy and Turkey. The product line includes high-value, specialty frits and grits (finely-milled frits), glazes, digital inks and other specialized tile coatings, and forehearth color solutions.
"Vetriceramici is an excellent strategic fit with our existing tile coatings business and our performance colors and glass business", said Peter Thomas, Chairman, President and CEO of Ferro Corporation. "The acquisition is in line with our strategy to focus resources on our glass-based coatings businesses, adds to our frit production capacity and expands our geographic footprint. We are excited about bringing these two strong tile coatings businesses together and are eager to assist in accelerating the globalization of the Vetriceramici brand. We look forward to working with the team at Vetriceramici to build on their impressive accomplishments to date".
About Ferro Corporation
Ferro Corporation (http://www.ferro.com) is a leading global supplier of technology-based performance materials, including glass-based coatings, pigments and colors, and polishing materials. Ferro products are sold into the building and construction, automotive, appliances, electronics, household furnishings, and industrial products
2
markets. Headquartered in Mayfield Heights, Ohio, the Company has approximately 4,190 employees globally.
About Vetriceramici
Vetriceramici S.p.A. (http://www.vetriceramici.com) designs, develops, manufactures, and supplies special products for the ceramics industry. Vetriceramici produces fusion colored grains, technical grains, matte colored micro-grains, frits, double charge products, ceramic glazes, and inks for digital printing. Its products are used in various high-value applications in the ceramic tile and color and glass markets. The company, based in Casola Valsenio, Italy, was founded in 1987 and employs over 200 people.
Cautionary Note on Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking statements" within the meaning of Federal securities laws. These statements are subject to a variety of uncertainties, unknown risks, and other factors concerning the Company's operations and business environment. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect the Company's future financial performance include the following:
·
Ferro's ability to integrate Vetriceramici and attain the expected synergies, as well as the acquisition being accretive to adjusted diluted earnings per share;
·
Ferro's ability to successfully complete the disposition of its Polymer Additives business;
·
demand in the industries into which Ferro sells its products may be unpredictable, cyclical, or heavily influenced by consumer spending;
·
Ferro's ability to successfully implement and/or administer its cost-saving initiatives, including its restructuring programs and indirect spend optimization initiative, and to produce the desired results, including projected savings;
·
restrictive covenants in the Company's credit facilities could affect its strategic initiatives and liquidity;
·
Ferro's ability to access capital markets, borrowings, or financial transactions;
·
the effectiveness of the Company's efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;
·
the impact of interruption, damage to, failure, or compromise of the Company's information systems;
·
the availability of reliable sources of energy and raw materials at a reasonable cost;
·
currency conversion rates and economic, social, regulatory, and political conditions around the world;
·
Ferro's presence in certain geographic regions, including Latin America and Asia-Pacific, where it can be difficult to compete lawfully;
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·
increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health, safety and the environment;
·
Ferro's ability to successfully introduce new products or enter into new growth markets;
·
Ferro's ability to complete future acquisitions or dispositions, or successfully integrate future acquisitions;
·
sale of products into highly regulated industries;
·
limited or no redundancy for certain of the Company's manufacturing facilities and possible interruption of operations at those facilities;
·
competitive factors, including intense price competition;
·
Ferro's ability to protect its intellectual property or to successfully resolve claims of infringement brought against it;
·
the impact of operating hazards and investments made in order to meet stringent environmental, health and safety regulations;
·
Ferro's multi-jurisdictional tax structure;
·
the impact of the Company's performance on its ability to utilize significant deferred tax assets;
·
the effectiveness of strategies to increase Ferro's return on invested capital;
·
stringent labor and employment laws and relationships with the Company's employees;
·
the impact of requirements to fund employee benefit costs, especially post-retirement costs;
·
implementation of new business processes and information systems;
·
exposure to lawsuits in the normal course of business;
·
risks and uncertainties associated with intangible assets;
·
Ferro's borrowing costs could be affected adversely by interest rate increases;
·
liens on the Company's assets by its lenders affect its ability to dispose of property and businesses;
·
Ferro may not pay dividends on its common stock in the foreseeable future; and
·
other factors affecting the Company's business that are beyond its control, including disasters, accidents and governmental actions.
The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on our business, financial condition and results of operations.
This release contains time-sensitive information that reflects management's best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information, or circumstances that arise after the date of this release. Additional
4
information regarding these risks can be found in our Annual Report on Form 10-K for the year ended December 31, 2013.
# # #
Contacts:
Investor Contact:
John Bingle, 216-875-5411
Treasurer and Director of Investor Relations
john.bingle@ferro.com
or
Media Contact:
Mary Abood, 216-875-5401
Director, Corporate Communications
mary.abood@ferro.com

EX - 99 . 1 3 foe - 20141202ex991de9c3f . htm EX - 99 . 1 Exhibit 991 1 For Immediate Release Ferro Completes Acquisition of Italian Tile Coatings Manufacturer Vetriceramici CLEVELAND , Ohio - December 2 , 2014 - Ferro Corporation ( NYSE : FOE , " Company " ) announced today that it has completed the acquisition of tile coating manufacturer Vetriceramici S . p . A . for € 83 million ( approximately $ 104 million ) , subject to customary working capital and other purchase price adjustments . Vetriceramici was owned by Milan , Italy - based Private Equity Funds ' Management Company Star Capital SGR S . p . A . and other related minority owners . The acquisition was previously announced on September 21 , 2014 . The all - cash transaction was funded with excess cash and borrowings under the Company 's existing revolving credit facility . It is expected to be accretive to Ferro 's adjusted diluted earnings per share by $ 0.12 to $ 0.14 in 2015 . Vetriceramici , based in Casola Valsenio , Italy , is a leading supplier of ceramic coatings to high - end tile manufacturers . It has manufacturing facilities in Italy and Mexico , a mixing plant in Poland , and research and development and sales offices in Italy and Turkey . The product line includes high - value , specialty frits and grits ( finely - milled frits ) , glazes , digital inks and other specialized tile coatings , and fore hearth color solutions . " Vetriceramici is an excellent strategic fit with our existing tile coatings business and our performance colors and glass business " , said Peter Thomas , Chairman , President and CEO of Ferro Corporation . " The acquisition is in line with our strategy to focus resources on our glass - based coatings businesses , adds to our frit production capacity and expands our geographic footprint . We are excited about bringing these two strong tile coatings businesses together and are eager to assist in accelerating the globalization of the Vetriceramici brand . We look forward to working with the team at Vetriceramici to build on their impressive accomplishments to date " . About Ferro Corporation Ferro Corporation ( http://www.ferro.com ) is a leading global supplier of technology - based performance materials , including glass - based coatings , pigments and colors , and polishing materials . Ferro products are sold into the building and construction , automotive , appliances , electronics , household furnishings , and industrial products 2 markets . Headquartered in Mayfield Heights , Ohio , the Company has approximately 4,190 employees globally . About Vetriceramici Vetriceramici S . p . A . ( http://www.vetriceramici.com ) designs , develops , manufactures , and supplies special products for the ceramics industry . Vetriceramici produces fusion colored grains , technical grains , matte colored micro - grains , frits , double charge products , ceramic glazes , and inks for digital printing . Its products are used in various high - value applications in the ceramic tile and color and glass markets . The company , based in Casola Valsenio , Italy , was founded in 1987 and employs over 200 people . Cautionary Note on Forward - Looking Statements Certain statements in this press release may constitute " forward - looking statements " within the meaning of Federal securities laws . These statements are subject to a variety of uncertainties , unknown risks , and other factors concerning the Company 's operations and business environment . Important factors that could cause actual results to differ materially from those suggested by these forward - looking statements and that could adversely affect the Company 's future financial performance include the following : · Ferro 's ability to integrate Vetriceramici and attain the expected synergies , as well as the acquisition being accretive to adjusted diluted earnings per share ; · Ferro 's ability to successfully complete the disposition of its Polymer Additives business ; · demand in the industries into which Ferro sells its products may be unpredictable , cyclical , or heavily influenced by consumer spending ; · Ferro 's ability to successfully implement and / or administer its cost - saving initiatives , including its restructuring programs and indirect spend optimization initiative , and to produce the desired results , including projected savings ; · restrictive covenants in the Company 's credit facilities could affect its strategic initiatives and liquidity ; · Ferro 's ability to access capital markets , borrowings , or financial transactions ; · the effectiveness of the Company 's efforts to improve operating margins through sales growth , price increases , productivity gains , and improved purchasing techniques ; · the impact of interruption , damage to , failure , or compromise of the Company 's information systems ; · the availability of reliable sources of energy and raw materials at a reasonable cost ; · currency conversion rates and economic , social , regulatory , and political conditions around the world ; · Ferro 's presence in certain geographic regions , including Latin America and Asia - Pacific , where it can be difficult to compete lawfully ; 3 · increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health , safety and the environment ; · Ferro 's ability to successfully introduce new products or enter into new growth markets ; · Ferro 's ability to complete future acquisitions or dispositions , or successfully integrate future acquisitions ; · sale of products into highly regulated industries ; · limited or no redundancy for certain of the Company 's manufacturing facilities and possible interruption of operations at those facilities ; · competitive factors , including intense price competition ; · Ferro 's ability to protect its intellectual property or to successfully resolve claims of infringement brought against it ; · the impact of operating hazards and investments made in order to meet stringent environmental , health and safety regulations ; · Ferro 's multi - jurisdictional tax structure ; · the impact of the Company 's performance on its ability to utilize significant deferred tax assets ; · the effectiveness of strategies to increase Ferro 's return on invested capital ; · stringent labor and employment laws and relationships with the Company 's employees ; · the impact of requirements to fund employee benefit costs , especially post - retirement costs ; · implementation of new business processes and information systems ; · exposure to lawsuits in the normal course of business ; · risks and uncertainties associated with intangible assets ; · Ferro 's borrowing costs could be affected adversely by interest rate increases ; · liens on the Company 's assets by its lenders affect its ability to dispose of property and businesses ; · Ferro may not pay dividends on its common stock in the foreseeable future ; and · other factors affecting the Company 's business that are beyond its control , including disasters , accidents and governmental actions . The risks and uncertainties identified above are not the only risks the Company faces . Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely affect the Company . Should any known or unknown risks and uncertainties develop into actual events , these developments could have material adverse effects on our business , financial condition and results of operations . This release contains time - sensitive information that reflects management 's best analysis only as of the date of this release . The Company does not undertake any obligation to publicly update or revise any forward - looking statements to reflect future events , information , or circumstances that arise after the date of this release . Additional 4 information regarding these risks can be found in our Annual Report on Form 10 - K for the year ended December 31 , 2013 . # # # Contacts : Investor Contact : John Bingle , 216 - 875 - 5411 Treasurer and Director of Investor Relations john.bingle@ferro.com or Media Contact : Mary Abood , 216 - 875 - 5401 Director , Corporate Communications mary.abood@ferro.com