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Rowan, Steel Partners announce settlement agreement, avoid proxy battle
By Lisa Kerner
Charlotte, N.C., April 1 - Steel Partners II, LP withdrew its nomination of Warren G. Lichtenstein, John J. Quicke and Robert H. Kanner for election to the board of directors of Rowan Cos., Inc. under a settlement agreement reached by the companies on Sunday.
According to a schedule 13D filing with the Securities and Exchange Commission, Steel Partners also agreed to not engage in any solicitation of proxies with respect to the election of directors or any other matter to be voted on at Rowan's 2008 annual meeting of stockholders.
Rowan, for its part, agreed to pursue the monetization of its investment in its wholly owned subsidiary, LeTourneau Technologies, Inc., to result in any one of the following before Dec, 31, 2008:
• LeTourneau becomes a separately traded public company;
• All or substantially all of LeTourneau's assets are sold;
• A majority of LeTourneau's outstanding capital stock is sold;
• LeTourneau merges with another entity in exchange for equity and/or cash; or
• A similar transaction occurs that results in Rowan independently receiving cash and/or stock proceeds in exchange for its interest in LeTourneau.
Rowan agreed that if its actions fail to produce any of the above outcomes by the deadline, it will increase the size of its board by one director and fill the vacancy with a Steel Partners designee, the filing said.
Steel Partners, with a 9.4% stake in Rowan, had been in preliminary good-faith discussions with the company about the monetization of LeTourneau, the agreement stated.
Rowan is a Houston-based provider of contract drilling services.
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