Business Services Industry
National Fuel Files Proxy Materials and Sends Letter to Shareholders
Business Wire, Jan 15, 2008
WILLIAMSVILLE, N.Y. -- National Fuel Gas Company (NYSE: NFG) ("National Fuel" or the "Company") has sent to its shareholders its Annual Report for the 2007 Fiscal Year and Proxy materials related to the 2008 Annual Meeting of Shareholders. Included with this mailing were a letter and a "Shareholder Information Paper" that address the disruptive proxy contest that has been launched by a group led by hedge fund, New Mountain Vantage Advisers, LLC ("New Mountain"). Both the letter to shareholders and the Shareholder Information Paper are incorporated in this news release.
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In its letter and Shareholder Information Paper, the Company provides a clear and thorough discussion of the claims made by New Mountain, a fact-based analysis of why it believes New Mountain's position is flawed and urges shareholders to reject New Mountain's nominees to the National Fuel Gas Company Board of Directors.
"New Mountain's recommendations for how to manage National Fuel's assets and structure our business are plainly and simply not in the best interest of all of our shareholders," said Philip C. Ackerman, Chairman and Chief Executive Officer, National Fuel. "Our Management Team and Board of Directors have experience in all facets of the energy industry and they, along with our uniquely qualified business unit experts, continue to formulate and execute strategies that have provided our shareholders with superior returns over the long-term. To embark on the course New Mountain suggests would imperil our ability to continue our elite record of dividend payments and lead to the break-up of the Company," Ackerman continued.
Even with its long history of providing exceptional value to shareholders, National Fuel finds itself in the midst of a proxy contest. The circumstances are unusual, the Company notes, in that the more likely and usual candidates for such action are under-performing companies.
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In spite of having no real experience in managing assets in the energy industry, New Mountain continues to insist that its recommendations should be adopted. "We believe their short-term interests and personal financial motivation to capitalize on short-term gains in our stock price have overshadowed the facts. Their proposals have been thoroughly analyzed by the Company, along with our top-tier financial and legal advisors, and we have provided a knowledge-based response that explains why their course of action will not lead to more value for our shareholders and would, instead, prove to be costly, harmful to our assets and erode shareholder value," Ackerman said.
New Mountain is seeking to have three of its nominees elected to the Company's Board of Directors. The Company believes that the election of these individuals, who lack any real experience in managing the types of assets that comprise National Fuel Gas Company, is not just an attempt to secure a voice on the Board of Directors, but is rather an attempt to gain effective control of the Company. "As a shareholder with nearly 10% interest in the Company, one seat on our 10-member Board would represent an interest equivalent to their ownership position. Instead, New Mountain is seeking 30% of the voting power on the Board. This effort belies this group's claims that they are merely a shareholder with 'suggestions' or 'alternatives' to be considered," Ackerman said.
The Company is urging its shareholders to re-elect Robert Brady, Rolland Kidder and John Riordan - who collectively share more than 25 years of service and experience on the National Fuel Board of Directors. "National Fuel has become a leader in the energy industry under the guidance of these nominees and the rest of our Board. It is in all of our shareholders' best interests to re-elect them to our Board so that they may continue to chart the disciplined, knowledge-based course that has provided superior results to our investors over the long-term," Ackerman said.
National Fuel is an integrated energy company with $3.9 billion in assets comprised of the following five operating segments: Utility, Pipeline and Storage, Exploration and Production, Energy Marketing, and Timber. Additional information about National Fuel is available on its Internet Web site: http://www.nationalfuelgas.com or through its investor information service at 1-800-334-2188.
Analyst Contact: < James C. Welch (716) 857-6987 Media Contact: < Julie C. Cox (716) 857-7079
IMPORTANT INFORMATION AND WHERE TO FIND IT
In connection with its 2008 Annual Meeting, National Fuel Gas Company has filed a definitive proxy statement, WHITE proxy card and other materials with the U.S. Securities and Exchange Commission ("SEC"). WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT NATIONAL FUEL GAS COMPANY AND THE MATTERS TO BE CONSIDERED AT ITS ANNUAL MEETING. Investors may contact Morrow & Co., LLC, National Fuel Gas Company's proxy advisor for the 2008 Annual Meeting, at (800) 252-1959 or by email at nfginfo@morrowco.com. Investors may also obtain a free copy of the proxy statement and other relevant documents as well as other materials filed with the SEC concerning National Fuel Gas Company at the SEC's website at http://www.sec.gov. Free copies of National Fuel Gas Company's SEC filings are also available on National Fuel Gas Company's website at http://www.nationalfuelgas.com. These materials and other documents may also be obtained for free from: Secretary, National Fuel Gas Company, 6363 Main Street, Williamsville, New York 14221, (716) 857-7000.
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