Attached files
file | filename |
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8-K - FORM 8-K - LUBRIZOL CORP | l42160e8vk.htm |
EX-99.1 - EX-99.1 - LUBRIZOL CORP | l42160exv99w1.htm |
EX-99.3 - EX-99.3 - LUBRIZOL CORP | l42160exv99w3.htm |
EX-99.5 - EX-99.5 - LUBRIZOL CORP | l42160exv99w5.htm |
EX-99.2 - EX-99.2 - LUBRIZOL CORP | l42160exv99w2.htm |
Exhibit 99.4
Page 1 of 2
March 14, 2011
Fellow Employees:
This morning we announced that Lubrizol has entered into a merger agreement to be acquired by
Berkshire Hathaway Inc. for $135 per share. This is a transformative event that we believe will
provide tremendous opportunities for our company and its employees. Berkshire Hathaway, the company
led by legendary businessman Warren Buffett, has a long-term investing approach, and we are very
excited about the prospect of becoming part of the Berkshire Hathaway family. A joint news release
is available on www.lubrizol.com.
I have shared with you my confidence that Lubrizol is well positioned for continued sustainable
growth, and this transaction reaffirms that confidence. Berkshire Hathaway believes Lubrizol is
well run and that our solid foundation and talented employees position us well for the future. I
believe Berkshire Hathaways investment represents a clear endorsement of your hard work and the
superior results you have helped us achieve.
Let me assure you that it remains business as usual at Lubrizol now and after the transaction
closes. At its core, this simply represents a change of ownership, as we will become an operating
subsidiary of Berkshire Hathaway led by the current management team and headquartered in Wickliffe,
Ohio. Our Founders vision and the values that have always guided us will continue to shape an
even stronger future. We will strive to be the essential ingredient in our customers success by
delivering the innovative technology, outstanding service and superior global supply chain they
value from us.
The transaction is expected to close during the third quarter of 2011, subject to the receipt of
shareholder approval and the satisfaction of customary closing conditions, including the expiration
of waiting periods and the receipt of approvals under the Hart-Scott-Rodino Antitrust Improvements
Act and applicable non-U.S. merger control regulations. Once the transaction closes, Lubrizol will
become part of Berkshire Hathaway and will no longer be a publicly traded company. However, we
will continue to operate as The Lubrizol Corporation and remain focused on our long-term plans
without the constraints of short-term public market requirements.
Because I know that you will have many questions, we have prepared a list of responses that will be
available on The Channel. Please direct any other questions to employee.questions@lubrizol.com.
We will also post periodic updates when we can do so.
The Securities and Exchange Commission has strict rules regarding communication on pending
transactions. Therefore, it is essential that all inquiries from the media or investors be routed
through the proper Lubrizol representatives. Absolutely do not discuss this matter with the media,
investors or other third parties; direct all such inquiries to Mark Sutherland (jmsu@lubrizol.com)
or Julie Young (jlsy@lubrizol.com).
Once again, thank you for all that you do for Lubrizol. Because of your efforts, we have been able
to deliver substantial value to our shareholders and position our company and our employees for an
exciting future. I am extremely proud of you and Lubrizol.
Sincerely,
James L. Hambrick
Chairman, President and Chief Executive Officer
Chairman, President and Chief Executive Officer
Page 2 of 2
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities
laws. As a general matter, forward-looking statements relate to anticipated trends and expectations
rather than historical matters. Forward-looking statements are subject to uncertainties and factors
relating to Lubrizols operations and business environment that are difficult to predict and may be
beyond the control of Lubrizol. Such uncertainties and factors may cause actual results to differ
materially from those expressed or implied by forward-looking statements. Uncertainties and risk
factors that could affect the future performance of Lubrizol and cause results to differ from the
forward-looking statements in this release include, but are not limited to, Lubrizols ability to
manage margins in an environment of volatile raw material costs; conditions affecting Lubrizols
customers, suppliers and the industries that it serves; competitors responses to Lubrizols
products; changes in accounting, tax or regulatory practices or requirements; other factors that
are set forth in managements discussion and analysis of Lubrizols most recently filed reports
with the Securities and Exchange Commission; and uncertainties associated with the proposed
acquisition of Lubrizol by Berkshire Hathaway, including uncertainties relating to the anticipated
timing of filings and approvals relating to the transaction, the expected timing of completion of
the transaction and the ability to complete the transaction. The forward-looking statements
contained herein represent the companies judgment as of the date of this release and they caution
readers not to place undue reliance on such statements. Berkshire and Lubrizol assume no
obligations to update the forward-looking statements contained in this release.
Participants in Solicitation
Lubrizol and its directors and officers may be deemed to be participants in the solicitation of
proxies from Lubrizols shareholders with respect to the special meeting of shareholders that will
be held to consider the proposed transaction. Information about Lubrizols directors and executive
officers and their ownership of Lubrizols common stock is set forth in its Form 10-K which was
filed with the SEC on February 25, 2011 and the proxy statement for the Companys Annual Meeting of
shareholders, which was filed with the SEC on March 17, 2010. Shareholders may obtain additional
information regarding the interests of Lubrizol and its directors and executive officers in the
proposed transaction, which may be different than those of Lubrizols shareholders generally, by
reading the proxy statement and other relevant documents regarding the proposed transaction, when
filed with the SEC.
Additional Information
In connection with the proposed transaction, Lubrizol will file a proxy statement with the SEC.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND LUBRIZOL. You will be able to obtain the
proxy statement, as well as other filings containing information about Lubrizol, free of charge, at
the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings
made by Lubrizol with the SEC can also be obtained, free of charge, by directing a request to The
Lubrizol Corporation, 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298, attention: Mark
Sutherland, or by calling Mark Sutherland at (440) 347-1206.