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Wilmington, DE, July 21, 2003 - - Hercules Incorporated (NYSE: HPC) today announced that a second independent proxy advisory firm, Glass, Lewis & Co, has recommended that Hercules shareholders vote to elect Hercules' four director nominees to the Company's Board of Directors at its Annual Meeting of Shareholders on July 25, 2003. This follows Institutional Shareholder Services' (ISS) earlier recommendation to vote for Hercules' director nominees.
In its report, Glass Lewis stated, " . . . we conclude that the failure to present a demonstrably superior plan means that Mr. Heyman should not receive control of the Board . . .. To our minds, giving Mr. Heyman control of the Board without receiving a change in control premium is a much steeper hurdle, and one that Mr. Heyman has failed to meet."
Dr. William H. Joyce, Chairman and Chief Executive Officer, said, "We're very pleased to have received this additional independent third-party support for our director nominees. We have been telling shareholders throughout this proxy contest to protect their interests and the Company's future by casting their vote for Hercules' nominees. Our message has been validated by two independent proxy advisory firms, which clearly agree with us that Hercules shareholders should not give control of the Board to Sam Heyman. The people of Hercules have turned the Company around over the past two years, and Hercules is on the right path to continue delivering improved results and increased shareholder value. With the July 25th meeting just days away, we urge shareholders to cast their vote for Hercules' nominees on their GOLD proxy card."
Glass, Lewis & Co. uses proprietary research and extensive analysis to objectively evaluate the corporate integrity and financial transparency of public companies and advise shareholders on the exercise of their voting rights. The firm serves as an advisor exclusively to institutional investors and other institutional participants in the financial and capital markets.
Institutional Shareholder Services serves institutional and corporate clients worldwide, analyzing proxies and issuing informed research and objective vote recommendations for more than 10,000 U.S. and 12,000 non-U.S. shareholder meetings each year.
Hercules urges shareholders to sign, date, and return Hercules' GOLD proxy card to vote FOR Hercules' director nominees today. Shareholders who have previously signed a white proxy card sent to them by Heyman have every right to change their vote. They should simply sign, date, and mail a GOLD proxy card, which will automatically revoke any earlier-dated white proxy card they may have signed. Shareholders with questions or in need of a GOLD proxy card or other assistance in voting their shares should contact Hercules' proxy solicitor, MacKenzie Partners, Inc., toll free at (800) 322-2885 or collect at (212) 929-5500 or via email at proxy@mackenziepartners.com.
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