Bloomberg, January 8, 2015 article: "MeadWestvaco to Spin Off Unit After Activist Pressure" [Same activist and professional defense advisors who profited from Darden score again]

The Shareholder Forum^TM`

Fair Investor Access

This public program was initiated in collaboration with The Conference Board Task Force on Corporate/Investor Engagement and with Thomson Reuters support of communication technologies. The Forum is providing continuing reports of the issues that concern this program's participants, as summarized in the January 5, 2015 Forum Report of Conclusions.

Forum distribution:

Same activist and professional defense advisors who profited from Darden score again

Source: Bloomberg, January 8, 2015 article

Bloomberg.com Businessweek.com

Bloomberg

MeadWestvaco to Spin Off Unit After Activist Pressure

By Tim Loh | Jan 8, 2015 4:34 PM ET

MeadWestvaco Corp. (MWV) plans to spin off its specialty chemicals business, as the packaging company responds to criticism from activist shareholder Starboard Value LP.

The tax-free transaction is expected to be completed by the end of the year, the Richmond, Virginia-based company said today in a statement. MeadWestvaco said it “remains open to other value-creating alternatives” for the chemicals unit.

The spinoff “will establish two strong companies that are better positioned to compete and profitably grow in their targeted markets,” Chairman and Chief Executive Officer John A. Luke Jr. said in the statement. The unit creates chemicals used in printing inks, asphalt paving and adhesives, as well as in the agricultural, paper and petroleum industries.

Starboard, owner of a 6.1 percent stake according to data compiled by Bloomberg, has criticized MeadWestvaco’s “conglomerate structure,” saying it operates disparate businesses with limited synergies. The fund first disclosed its holding in June, when it called for the company to more aggressively tackle expenses and explore options for the chemical business and other units.

Starboard didn’t immediately respond to a call seeking comment.

Doubling Size

MeadWestvaco climbed 5.8 percent to $45.59 at the close in New York, the biggest gain since June 2.

The company is “clearly exhibiting a sense of urgency as it relates to shareholder value creation,” a group of Robert W. Baird & Co. analysts led by Ghansham Panjabi wrote in a note today.

The specialty chemicals unit had $283 million in sales for the quarter ended Sept. 30, up 8.8 percent from the same period a year prior and accounting for 19 percent of MeadWestvaco’s total revenue. Earnings before interest, taxes, depreciation and amortization was $77 million for the third quarter.

The spinoff could double in size in the next five to seven years by catering to growing international markets like automobiles, E. Mark Rajkowski, MeadWestvaco’s chief financial officer, said on a conference call today. While an outright sale of the unit is still a possibility, that option would probably be more expensive because of taxes, he said.

MeadWestvaco will use cash from the spinoff primarily to pay down debt. The packaging company sells to customers in industries ranging from health care to food and beverages to commercial printing.

Bank of America Corp. and Goldman Sachs Group Inc. are MeadWestvaco’s financial advisers and Wachtell, Lipton, Rosen & Katz is the legal adviser.

To contact the reporter on this story: Tim Loh in New York at tloh16@bloomberg.net

To contact the editors responsible for this story: Simon Casey at scasey4@bloomberg.net Tina Davis

This Forum program was open, free of charge, to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the purpose of this public Forum's program was to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant was expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants. It is a Forum rule that participants will not be identified or quoted without their explicit permission.

This Forum program was initiated in 2012 in collaboration with The Conference Board and with Thomson Reuters support of communication technologies to address issues and objectives defined by participants in the 2010 "E-Meetings" program relevant to broad public interests in marketplace practices. The website is being maintained to provide continuing reports of the issues addressed in the program, as summarized in the January 5, 2015 Forum Report of Conclusions.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to access@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.