Ohio | 1-5263 | 34-0367600 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
29400 Lakeland Boulevard, Wickliffe, Ohio | 44092-2298 | |||
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EX-99.1 |
(d) | Exhibits. The following exhibit is filed herewith: |
99.1 | Media statement provided March 28, 2011 |
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THE LUBRIZOL CORPORATION |
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Date: March 28, 2011 | ||||
By: | /s/ Leslie M. Reynolds | |||
Name: | Leslie M. Reynolds | |||
Title: | Corporate Secretary and Counsel |
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| The transaction described in our preliminary proxy statement of March 25, 2011, provides compelling value to Lubrizol shareholders and is a clear endorsement of the growth and diversification success the company has achieved. The offer of $135 per share in cash represents a 28 percent premium over Lubrizols closing price on Friday, March 11, 2011, and is also 18 percent higher than Lubrizols all-time high share closing price. We believe Berkshire Hathaways philosophy of supporting long-term global investments in technology, assets and employees will enhance the execution of our growth strategies. | ||
| The cornerstone objective of Lubrizols compensation program is to ensure that the management teams interests are aligned with those of shareholders. Since James Hambrick was elected CEO in April 2004, Lubrizols equity value has increased from less than $2.0 B to $9.0 B following the announcement of the proposed Berkshire Hathaway acquisition. | ||
| Lubrizol has a long history of providing competitive compensation and incentive programs that allow it to attract and retain the highest-quality executive talent in our industry. The board of directors regularly reviews these programs, which are in line with the standard talent management practices for companies similar to Lubrizol. | ||
| Incentive compensation programs are based on accountability and reward shareholder value creation. Lubrizols results in 2010 demonstrated managements ability to deliver a record year of performance and to achieve or exceed the companys stated financial targets. | ||
| Lubrizols board has supported and approved the change-in-control agreements that it deemed necessary and appropriate in attracting and retaining top talent. These agreements, if they are triggered in connection with the merger agreement with Berkshire Hathaway, will be honored. | ||
| At this time, we are not commenting beyond what is included in the preliminary proxy statement. You can obtain a free copy of the preliminary proxy via our website at www.lubrizol.com. |
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