As Loeb truce winds down, Dow CEO presses case

Dow Chemical CEO Andrew Liveris is discussing the company's long-term strategy with key portfolio managers as a deal to avoid a proxy fight with activist investor Daniel Loeb is set to expire, sources told CNBC.

The expiration of a one-year standstill agreement between Dow and activist investor Daniel Loeb of Third Point LLC expires in a matter of weeks.

In that settlement, Third Point received two board seats, and Dow agreed to appoint two additional members to its board. In addition, Third Point agreed not to publicly criticize the company for a year.

The production plant for high density polyethylene of Dow Chemical in Tessenderlo.
Yorick Jansens | AFP | Getty Images

Sources said the meetings in Manhattan, which are not unusual ahead of proxy season, included Liveris and Dow board member Ruth G. Shaw, a former president of Duke Energy. A source familiar with at least one such meeting, said the executives pushed the company's own strategy, rather than that of Loeb, who has urged Liveris to spin off the company's petrochemicals business. Liveris has resisted, arguing that the board had its own strategy to increase shareholder value.

Earlier this year, Dow announced it would sell its chlorine business.

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According to the source, Liveris and Shaw emphasized to the investors that Third Point's attack was a distraction, forcing the company to defer resources from day-to-day business. The two executives are said to have stressed that Third Point has been unable to recognize synergies between the plastics and chemicals operations — and pointed to Dow's recent financial performance to prove their strategy was working. Dow shares are up 13 percent year to date, versus the S&P 500, which is up only 2 percent.

In addition, Liveris emphasized corporate governance changes Dow has undertaken as the CEO has come under fire for his pay package and the use of corporate resources, according to the source.

Neither Third Point nor Loeb would comment for this story, citing the standstill agreement.

"Regular engagement with shareholders on a variety of financial and governance topics is a best-in-class discipline and the very foundation of healthy investor outreach," a Dow rep told CNBC. "Dow has been very clear about our strategic priorities, and our financial performance over the last three years demonstrates both the value of our strategy and quality of our execution against it. We welcome ongoing opportunities to engage with our owners on these topics."

The next Dow board meeting is scheduled for later this month, just ahead of Thanksgiving, according to a source with direct knowledge of the proceedings.