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Sandell urges TPC Group to reopen negotiations with Innospec

In response to First Reserve Corp’s and SK Capital Partners’ revised acquisition offer for TPC Group (TPCG) and TPC Group’s termination of talks with Innospec (IOSP) and Blackstone (BX), Sandell Asset Management’s CEO Thomas E. Sandell sent the following letter to TPC Group’s Board of Directors: "As a strategic buyer with synergy savings, it is hard to imagine that Innospec could not pay more than financial buyers like First Reserve and SK Capital, and the statements in your press release speculating as to why the acquisition might not be attractive to Innospec were laughable. By cutting off their diligence before they had the opportunity to be fully informed regarding TPCG's value, in order to accept an increased offer below the top of Innospec's preliminary indicative bid range, it appears to us that you have, yet again, engaged in a flawed process to advantage management's favored bidder. Furthermore, we believe that by allowing Innospec to complete its due diligence, it would assure that all bidders have been given an equal opportunity at reviewing the due diligence material and thereby have a level playing field in this process. The best way to maximize TPCG's value for the benefit of all shareholders is to engage in an auction with all interested and bona fide bidders."