Dow: Kreinberg says Liveris Viewed Him as "Threat"

A lawsuit filed by former Dow Chemical executive v.p. Romeo Kreinberg today charges that Dow chairman and CEO Andrew Liveris threatened to fire Kreinberg if he did not adjust his “negative body language” and “attitude,” just three weeks before Dow canned Kreinberg and former CFO Pedro Reinhard charging that both “were involved in unauthorized discussions with third parties about the potential acquisition of the company.” Kreinberg’s suit alleges that Liveris viewed Kreinberg as a “threat,” and “manufactured a more expedient basis to follow through on his threat” by claiming that Kreinberg and Reinhard were in unauthorized discussions to sell the company. Reinhard has also filed suit today, charging Dow with libel.

Dow Dismissals

By HILFRA TANDY (Editor, Chemical Matters)
Dow dismissals - To lose one may be regarded as a misfortune, to lose two looks like carelessness (apologies to Oscar Wilde).
What is it with Dow Chemical and high profile dismissals? Should the latest jaw-dropper force a root and branch overhaul of board governance?
Dow is unique. It is the only chemical major that has sacked two CEOs/chairmen in the last 25 years. The mercurial Zoltan Merszei – father of the company’s current CFO Geoffrey Merszei – generated enough antagonism among fellow board members to guarantee his ejection back in 1980. And Mike Parker fell on a sword, readily provided by colleagues, in 2002.
And now – exit stage right two career-long old Dow hands accused of plotting behind the boss’s back.
Not that long ago, Dow Chemical was a meritorious-based class apart from competitors hide-bound by either hierarchy, nationality or class, or all three. Happy days.
What has been disturbing about Dow for over a decade now is the absence of team spirit at the highest level. Board members passed over for the top spot have failed to conceal their enmity towards successive victors.
Even from the perspective (read distance) of a European-based sector journalist, intra-board jealousies at Dow Chemical have been allowed to fester. Just how corrosive they have become is now becoming a little clearer.
Was the ‘independent’ Board of Directors unaware, unable or unwilling to tackle the issue?
And what happened to effective corporate governance when one person - currently Andrew Liveris - embodies the triumvirate of CEO, President and chairman
Just taking Stern Stewart’s economic value added (EVA) measure – Dow was failing to added value during Bill Stavropoulos’ first stint at the top during the 1990s. And last March was rated at ‘par’ (ie defined as a company earning near its cost of capital and generating essentially zero EVA, regardless of growth rate).
This alone may not be enough to support the argument that private equity check out Dow. The 2005 10-K and stockholder summary was entitled ‘greater than the sum of its parts’ and yes Dow has an outstanding portfolio. It also has a low market valuation, which can only be justified if leadership and strategy simultaneously fails to convince. Regrettably, convincing the closest colleagues appears to have been the toughest job.

(Can’t) Vote for Pedro

By ROB WESTERVELT (Editor, Chemical Week)
Dow Chemical's board has authorized a revised slate of board nominees for election at its annual meeting next month, dropping the nomination of former CFO Pedro Reinhard. Dow last week charged that Reinhard and Romeo Kreinberg, executive v.p./performance plastics and chemicals, “were involved in unauthorized discussions with third parties about the potential acquisition of the company.” Both were fired April 12. Dow says it board has also reduced the size of its board by one, to 11 directors, eliminating Reinhard’s seat on the board. The action takes effect at the company’s annual meeting, is scheduled for May 10 in Midland, MI. “The board acted on the recommendation of the governance committee of the board of directors,” Dow says. Dow’s annual meeting Dow’s shareholder proxy materials have already been prepared and include Reinhard as a candidate, but votes for Reinhard will not be counted, according to Dow. “[Proxies] will be voted for the directors nominated by the board of directors as instructed on the proxy, except that votes will not be cast for Mr. Reinhard in light of his no longer being a nominee of the board of directors,” Dow says. Reinhard remains on the Dow board through the annual meeting unless he resigns.

Reinhard, meanwhile, refuted Dow’s charges in a written statement yesterday:

"I categorically deny that I have been part of any secret effort to take over or acquire Dow Chemical," J. Pedro Reinhard said in a written statement Monday. "It is regrettable that the company has rushed to publicly condemn me in the face of my complete denial of wrongdoing."

“Unauthorized” Talks

By ROB WESTERVELT (Editor, Chemical Week)
Those rumors of a planned leveraged buyout of Dow Chemical may not have been all that exaggerated after all. Dow today fired Pedro Reinhard, a senior advisor, former CFO, and current member of its board, and Romeo Kreinberg, executive v.p/performance plastics and chemicals, charging that both “were involved in unauthorized discussions with third parties about the potential acquisition of the company.” Dow declined to identify the source of the information, but added that it was a highly regarded source. “The action they were taking was without the knowledge of the company,” a spokesman says.
In an interview with Bloomberg News, Kreinberg said Dow accused him of conspiring with banks and foreign governments to acquire the company, a charge he denied. “This is unsubstantiated, unfounded and highly damaging to my reputation after 30 years with Dow Chemical,'' Kreinberg told Bloomberg. “I have never done anything to damage the company.'' Reinhard remains on Dow’s board and will stay until he either resigns or is voted off by Dow shareholders, says a Dow spokesperson.
It’s clear that private equity is interested in at least discussing an acquisition of Dow, but the company does not appear to be entertaining “discussions” right now. This is sure to become more interesting over the next few days. Stay tuned.

The Rumor(s) That Won’t Go Away

By ROB WESTERVELT (Editor, Chemical Week)
Dow Chemical is the subject of speculative frenzy again after the British tabloid Sunday Express reported yesterday that a group of Middle East investors and U.S. buyout firms was preparing a $50-billion takeover bid for the company. The same paper reported two months ago that a buyout bid for Dow Chemical was imminent.
Dow chairman and CEO Andrew Liveris tried to squelch such reports last month at the BB&T Manufacturing & Materials Conference in New York, asking investors to reject fantastical reports emanating from the “third-rate press.” CW could fill an issue with the rumors and speculation that we’ve picked up about Dow Chemical in the past three months. Reports of an imminent leveraged buyout (LBO) or basic chemical sale or jv have come and gone in recent weeks. The speculation is being fueled by Dow’s low stock price and the amount of cash it generates. Those figures have caught the attention of any investor with the wherewithal to pull off a deal in the $50-billion range. Private equity may be knocking but Dow hasn’t answered yet. And it doesn’t appear likely that Dow management is willing to put the company in play for a bid in the 50's/share range.