Ashland Global Holdings Inc.: Ashland details strong progress on value creation plan in letter to shareholders

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News Release

Ashland details strong progress on value creation plan in letter to shareholders Announces filing of definitive proxy materials

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Announces addition of Craig A. Rogerson to slate of nominees Strongly recommends shareholders vote Ashland's BLUE proxy card

COVINGTON, Kentucky, January 7, 2019 - Ashland Global Holdings Inc. (NYSE: ASH) announced that it has filed definitive proxy materials, including its definitive proxy statement and blue proxy card, with the U.S. Securities and Exchange Commission in connection with Ashland's 2019 Annual Meeting of Stockholders, scheduled for February 8, 2019 ("2019 Annual Meeting"). Ashland shareholders of record as of the close of business on December 10, 2019 will be entitled to vote at the 2019 Annual Meeting.

Ashland also announced that the board has unanimously determined to add Craig Rogerson to its slate of nominees for election at the 2019 Annual Meeting. Mr. Rogerson has served as chairman, president and chief executive officer of Hexion Inc. since 2017. Prior to that, he served as chairman, president and chief executive officer of Chemtura Corporation from 2008 to 2017. He also previously served in a number of roles at Hercules Incorporated, including president, chief executive officer and director from 2003 until its acquisition by Ashland in 2008. The Hercules business comprises a meaningful portion of Ashland's business today. Mr. Rogerson's addition to the board's slate of nominees was made following extensive discussions with several major shareholders.

"We are pleased to add Craig as an independent director to the board's slate of nominees for the 2019 Annual Meeting," said Bill Wulfsohn, Ashland chairman and chief executive officer. "Craig brings to Ashland significant leadership and chemical industry experience, having served as CEO and a director at a number of public companies, including currently serving as CEO and chairman of Hexion. Craig's addition follows engagement with several major Ashland shareholders to find a candidate that brings a unique skillset to the board as we continue to execute on our strategy, and his nomination is consistent with Ashland's history of taking shareholder feedback seriously."

Ashland strongly recommends that you vote to support the Ashland directors by voting the BLUE proxy card today FOR all 11 of Ashland's qualified and experienced director nominees: Brendan M. Cummins, William G. Dempsey, Jay V. Ihlenfeld, Susan L. Main, Jerome A. Peribere, Craig A. Rogerson, Mark C. Rohr, Janice J. Teal, Michael J. Ward, Kathleen Wilson-Thompson and William A. Wulfsohn.

In conjunction with the definitive proxy filing, which took place on January 2, 2019, Ashland mailed a letter to shareholders detailing the significant progress the company is making and the enhanced value it is delivering to shareholders, both of which are being overseen by a highly qualified and experienced board of directors.

Ashland's definitive proxy materials and letter to shareholders regarding the board's recommendation for the 2019 Annual Meeting can be found at www.AshlandValue.com.

The full text of the letter follows:

Dear Fellow Shareholder:

Thank you for your investment in our company. Ashland is making great progress as we transform into a leaner, more cost-competitive and growth-oriented specialty chemicals company. Our decisive actions are improving our competitive position and creating significant value for our shareholders.

Following completion of our Valvoline separation in May 2017, we developed a new plan with strategic objectives designed to accelerate results. These objectives include investing in innovation, delivering significant cost savings, and redesigning the organization to better align resources to provide rapid solutions for our customers' problems. Our fiscal 2018 financial results demonstrate that this plan and the actions we are taking are working. Looking ahead, we are confident that we will continue delivering stronger growth and enhanced shareholder value.

Despite this progress, a shareholder, Cruiser Capital Master Fund LP ("Cruiser"), a small hedge fund, has provided notice of its intent to nominate a slate of four nominees for election as directors at the company's 2019 Annual Meeting of Stockholders ("2019 Annual Meeting") in opposition to your board of directors' recommended nominees. Ashland's Governance and Nominating Committee reviewed Cruiser's four nominees, and with the unanimous support of the board after consulting with Russell Reynolds Associates, a leading search firm, determined not to recommend these individuals for nomination to the board. Ashland has a track record of adding individuals recommended by shareholders when those individuals are additive to the skills and expertise of the existing board members. This includes nominating three directors recommended by shareholders in the last five years, including one this year and one last year. However, the Ashland board determined that none of Cruiser's four nominees met that requirement and did NOT endorse any of the Cruiser nominees. Ashland urges you to discard and not return any White proxy card you may receive from Cruiser.

The Ashland board is a powerful advocate for investors and has a proven track record of delivering superior value. Therefore, we strongly recommend that you elect the Ashland directors by voting the BLUE proxy card today FOR ALL 11 of Ashland's qualified and experienced director nominees: Brendan M. Cummins,William G. Dempsey, Jay V. Ihlenfeld, Susan L. Main, Jerome A. Peribere, Craig A. Rogerson, Mark C. Rohr, Janice J. Teal, Michael J. Ward, Kathleen Wilson-Thompson and William A. Wulfsohn.

FISCAL 2018: A YEAR OF PROGRESS DEMONSTRATING ASHLAND'S ABILITY TO

DELIVER ON ITS COMMITMENTS TO INVESTORS

Fiscal 2018 was a year of great progress on Ashland's value creation plan. We are not only delivering - but far exceeding - the financial commitments we outlined at our Investor Day in May 2017. In fact, our goal was to grow Adjusted Earnings Per Share ("EPS") at a level greater than 15% per year. In fiscal year 2018, we grew Diluted EPS from continuing operations by 198% and Adjusted Diluted EPS by 47%.1

Other highlights of our fiscal 2018 results include:

  • Net income was $114 million compared to $28 million in fiscal 2017;

  • Adjusted EBITDA2 increased by 20%, to $683 million, compared to $570 million in 2017; and

  • Sales rose 15%, to $3.74 billion, with double-digit sales growth in all three reportable segments (Specialty Ingredients, Composites, and Intermediates and Solvents).

As part of our EBITDA margin acceleration program, Ashland expects to report that it has achieved its target of $120 million in total run-rate savings by end of calendar 2019.

Importantly, the market recognized our progress to deliver enhanced shareholder value-during fiscal 2018 our stock price increased 28%.

We expect continued progress in fiscal 2019 and beyond as we realize the benefits from the EBITDA margin acceleration program and become a pure-play specialty chemicals company.

ASHLAND'S STRATEGY IS DELIVERING SUPERIOR RETURNS

The results of our efforts are reflected in Ashland's shareholder returns. Our returns have outpaced the S&P Mid-Cap 400 and our proxy peers3 in recent years.4

  • 1 See Appendix A for a reconciliation of Adjusted Diluted EPS to Diluted EPS.

  • 2 See Appendix A for a reconciliation of Adjusted EBITDA to Net Income.

  • 3 Proxy peers include Albemarle Corporation (ALB), Axalta Coating Systems (AXTA), Cabot Corporation (CBT),

Celanese Corporation (CE), Eastman Chemical Company (EMN), FMC Corporation (FMC), H.B. Fuller Company (FUL), Huntsman Corporation (HUN), International Flavors & Fragrances (IFF), NewMarket Corporation (NEU), Olin Corporation (OLN), Platform Specialty Products Corporation (PAH), Polyone Corporation (POL), RPM International Inc. (RPM), W. R. Grace and Company (GRA), and Westlake Chemical Corporation (WLK). A. Schulman not included due to acquisition by LyondellBasell completed on August 21, 2018.

4 All TSR figures are as of December 27, 2018, the last possible date before going to print.

Ashland Total Shareholder Return ("TSR") vs S&P Mid-Cap 400

  • Since completion of Valvoline separation on May 12, 2017, TSR is 21%

    compared to (2)%

  • 1-year TSR is 0% compared to (12)%

  • 3-year TSR is 44% compared to 22%

  • 5-year TSR is 59% compared to 33%

Ashland TSR vs proxy peers

  • Since completion of Valvoline separation on May 12, 2017, TSR is 21%

    compared to proxy peer mean of (7)%.

  • 1-year TSR is 0% compared to proxy peer mean of (22)%

  • 3-year TSR is 44% compared to proxy peer mean of 23%

  • 5-year TSR is 59% compared to proxy peer mean of 17%

ASHLAND IS PROACTIVELY OPTIMIZING ITS PORTFOLIO TO DRIVE SHAREHOLDER

VALUE

The board and management team have been positioning Ashland for profitable growth as a pure-play specialty chemicals company by divesting non-core businesses in order to create a more streamlined portfolio and by acquiring businesses that align with this strategy.

Since 2006, Ashland has divested (or announced definitive agreements to divest) more than $10 billion5 in non-core businesses, enabling us to reduce debt and reinvest in the growth of our core business. This includes the separation of Valvoline and successful divestitures of Ashland Water Technologies, APAC, Ashland Distribution, Drew Marine, and Elastomers. In addition, we recently announced the sale of our Composites segment, as well as our BDO manufacturing facility in Marl, Germany for $1.1 billion, a catalyst to creating a leaner, more competitive Ashland.

Ashland has also acquired businesses with attractive margins and growth opportunities, including Pharmachem, International Specialty Products (ISP), Hercules and Air Products Adhesives. Together, these acquisitions provide Ashland access to higher-margin and higher-growth end markets while strengthening the company's product line and growing sales.

ASHLAND'S BOARD HAS THE SKILLS AND EXPERTISE NEEDED TO DRIVE CONTINUED

GROWTH

Your board's director nominees are composed of 11 highly qualified individuals, 10 of whom are independent, and all of whom bring experience in areas that are relevant and important to the company's business and continued success.

5 Divestitures include Valvoline enterprise value of $5.3 billion post-final separation as of May 15, 2017, Water Technologies sale price of $1.8 billion, APAC sale price of $1.3 billion, Ashland Distribution sale price of $979 million, Drew Marine sale price of $120 million, Elastomers sale, and Composites and BDO announced sale price of $1.1 billion.

Director Nominees6

Valuable Experience in Areas Critical to Ashland's Business

Chemicals

Executive Leadership

Accounting & Finance

Operations

Global / International

Public Company Board Experience

R&D / Science / Technology

Brendan M. Cummins

7

William G. Dempsey

Jay V. Ihlenfeld

Susan L. Main

Jerome A. Peribere

Craig A. Rogerson

Mark C. Rohr

Janice J. Teal

Michael J. Ward

Kathleen Wilson-Thompson8

William A. Wulfsohn

The Ashland board is actively engaged in overseeing the company's transformation and will continue to work closely with management to drive value for shareholders.

ASHLAND'S BOARD IS COMMITTED TO REGULAR, ONGOING REFRESHMENT

The Ashland board regularly takes steps to refresh and strengthen its composition. On December 13, 2018, the board announced that, consistent with Ashland's director retirement policy, Barry Perry, Ashland's lead independent director, will retire from Ashland's board effective at the 2019 Annual Meeting.

The board announced that it has added Craig Rogerson to the board's slate of nominees for election at the 2019 Annual Meeting. The addition of Mr. Rogerson followed extensive dialogue with several major shareholders following requests

6 Biographical information for each director nominee may be found in the section "Proposal One-Election of Directors" in Ashland's proxy statement.

  • 7 Mr. Cummins serves on the board of Nanco Group Plc, headquartered in the United Kingdom.

  • 8 Ms. Wilson-Thompson also brings valuable experience in managing significant corporate change and related personnel issues.

Disclaimer

Ashland Global Holdings Inc. published this content on 07 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 January 2019 14:52:01 UTC