UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☒ Definitive Proxy Statement

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☐ Soliciting Material Pursuant to §240.14a-12

FERRO CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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July 23, 2021

Dear Fellow Shareholder:

On May 11, 2021, Ferro Corporation (“Ferro”) entered into a definitive merger agreement to be acquired by PMHC II Inc. (“Prince”). Pursuant to and subject to the terms and conditions of the merger agreement, a direct or indirect wholly owned subsidiary of Prince will be merged with and into Ferro and Ferro will survive the merger as a direct or indirect wholly owned subsidiary of Prince.

If the merger is completed, our shareholders will have the right to receive $22.00 in cash, without interest, subject to any applicable withholding taxes, for each share of common stock, par value $1.00 per share, of Ferro (“Ferro common stock”) that they own immediately prior to the effective time of the merger (other than shareholders that have properly exercised and perfected and not lost or withdrawn their dissenters’ rights under Ohio law with respect to such shares).

You are cordially invited to attend a special meeting of our shareholders to be held virtually in connection with the proposed merger on September 9, 2021 at 9:00 a.m., Eastern Time. You will be able to attend the meeting and vote your shares electronically by visiting www.virtualshareholdermeeting.com/FOE2021SM. You must have your sixteen-digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive your proxy materials by mail. You will not be able to attend the meeting in person. At the special meeting, shareholders will be asked to consider and vote on a proposal to adopt the merger agreement and approve the transactions contemplated thereby, including the merger (the “merger proposal”). Approval of the merger proposal requires the affirmative vote of the holders of two-thirds of the voting power of the issued and outstanding shares of Ferro common stock entitled to vote thereon.

The Ferro board of directors unanimously has determined that it is in the best interest of Ferro shareholders to enter into the merger agreement and has approved and declared advisable the merger agreement and the merger. The Ferro board of directors made its determination after consideration of a number of factors more fully described in this proxy statement. The Ferro board of directors unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement.

The merger consideration of $22.00 per share represents a 25.1% premium over the closing price of $17.58 per share of Ferro common stock on May 10, 2021, the last trading day prior to the public announcement of the proposed merger and a 34.0% premium over the 90-trading day volume-weighted average price of $16.42 per share of Ferro common stock on May 10, 2021.

At the special meeting, Ferro shareholders will also be asked to vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid to Ferro’s named executive officers by Ferro based on or otherwise relating to the merger, as required by the rules adopted by the Securities and Exchange Commission, and a proposal to approve an adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes for the approval of the merger proposal if there are insufficient votes to approve the merger proposal at the time of the special meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Ferro shareholders. The Ferro board of directors unanimously recommends that you vote “FOR” each of these proposals.

The merger cannot be completed unless Ferro shareholders holding two-thirds of the voting power of the outstanding shares of Ferro common stock entitled to vote thereon approve the merger proposal. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the special meeting virtually, please submit a proxy to vote your shares as promptly as possible so that your

shares may be represented and voted at the special meeting. If you intend to attend the special meeting and vote in person during the virtual meeting, your vote by ballot will revoke any proxy previously submitted. The failure to vote on the merger proposal will have the same effect as a vote “AGAINST” this proposal.

The obligations of Ferro and Prince to complete the merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about Prince, the special meeting, the merger agreement and the merger.

Thank you for your confidence in Ferro.

Yours truly,

Peter T. Thomas

Chairman, President, and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the merger, passed upon the merits of the merger agreement or the merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated July 23, 2021 and, together with the enclosed form of proxy, is first being mailed to Ferro shareholders on or about July 27, 2021.

Ferro Corporation

6060 Parkland Boulevard, Suite 250

Mayfield Heights, Ohio 44124

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

DATE & TIME September 9, 2021 at 9:00 a.m., Eastern Time

WEBSITE www.virtualshareholdermeeting.com/FOE2021SM

ITEMS OF BUSINESS • To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 11, 2021 (as it may be amended from time to time the “merger agreement”), by and among PMHC II Inc. (“Prince”), PMHC Fortune Merger Sub, Inc. (“Merger Sub”) and Ferro Corporation (“Ferro”) and approve the transactions contemplated thereby, including the merger (the “merger proposal”); a copy of the merger agreement is attached to the accompanying proxy statement as Annex A;

• To consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Ferro to its named executive officers that is based on or otherwise relates to the merger (the “named executive officer merger-related compensation proposal”); and

• To consider and vote on a proposal to approve an adjournment of the special meeting of Ferro shareholders (the “special meeting”) to a later date or dates, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes to approve the merger proposal at the time of the special meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Ferro shareholders (the “adjournment proposal”).

RECORD DATE Only Ferro shareholders of record at the close of business on July 15, 2021 (the “record date”), are entitled to notice of, and to vote at, the special meeting and at any adjournment or postponement of the special meeting.

VOTING BY PROXY Your vote is very important, regardless of the number of shares you own. The Ferro board of directors (the “Board”) is soliciting your proxy to assure that a quorum is present and that your shares are represented and voted at the special meeting. For information on submitting your proxy over the internet, by telephone or by mailing back the traditional proxy card (no extra postage is needed for the provided envelope if mailed in the U.S.), please see the attached proxy statement and enclosed proxy card. If you later decide to vote in person at the virtual special meeting at the special meeting, information on revoking your proxy prior to the special meeting is also provided.

RECOMMENDATIONS The Board unanimously recommends that you vote:

• “FOR” the merger proposal;

• “FOR” the named executive officer merger-related compensation proposal; and

• “FOR” the adjournment proposal.

DISSENTERS’ RIGHTS Ferro shareholders who do not vote in favor of the merger proposal will have the right to seek appraisal of the fair value of their shares of Ferro common stock, as determined in accordance with Sections 1701.84 and 1701.85 of the General Corporation Law of the State of Ohio (the “OGCL”), if they deliver a demand for appraisal before the vote is taken on the merger proposal and comply with all of the requirements of Sections 1701.84 and 1701.85 of the OGCL, which are summarized herein. Sections 1701.84 and 1701.85 of the OGCL is reproduced in its entirety in Annex C to the accompanying proxy statement. The accompanying proxy statement constitutes the notice of dissenters’ rights with respect to the merger proposal required by Sections 1701.84 and 1701.85 of the OGCL.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, PLEASE SUBMIT A PROXY OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU RECEIVE MORE THAN ONE PROXY BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SUBMITTED. IF YOU DO NOT SUBMIT YOUR PROXY, INSTRUCT YOUR BROKER HOW TO VOTE YOUR SHARES OR VOTE IN PERSON AT THE VIRTUAL SPECIAL MEETING ON THE MERGER PROPOSAL, IT WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THIS PROPOSAL.

Approval of the merger proposal requires the affirmative vote of the holders of two-thirds of the voting power of shares of Ferro common stock outstanding at the close of business on the record date and entitled to vote thereon.

Approval of each of the named executive officer merger-related compensation proposal and the adjournment proposal requires the affirmative vote of the holders a majority of the voting power of shares of Ferro common stock present or represented by proxy at the special meeting and entitled to vote on the matter.

Your proxy may be revoked at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

Due to the ongoing COVID-19 pandemic, the meeting will only be conducted by live online webcast, i.e., as a “Virtual Meeting.” Attendance at the meeting is limited to the Company’s shareholders and the Company’s invited guests. To attend the meeting, you must have your sixteen-digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive.

The proxy statement, of which this notice forms a part, provides a detailed description of the merger agreement and the merger. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the

proxy statement, would like additional copies of the proxy statement or need help voting your shares of Ferro common stock, please contact Ferro’s proxy solicitor, Innisfree M&A Incorporated (“Innisfree”):

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 800-5186

Banks and Brokers may call collect: (212) 750-5833

By Order of the Board of Directors,
	Mark H. Duesenberg
	Vice President, General Counsel and Secretary

Mayfield Heights, Ohio

July 23, 2021

TABLE OF CONTENTS

	Page
SUMMARY		1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER		15
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		25
THE PARTIES TO THE MERGER		27
THE SPECIAL MEETING		28
THE MERGER		34
Structure of the Merger		34
Merger Consideration—What Shareholders Will Receive in the Merger		34
Treatment of Ferro Equity Awards		34
Effects on Ferro if the Merger Is Not Completed		35
Background of the Merger		35
Recommendation of the Board and Reasons for the Merger		41
Opinion of Lazard Frères & Co. LLC		47
Financial Projections		53
Interests of Ferro’s Executive Officers and Directors in the Merger		55
Treatment of Director and Executive Officer Common Stock		56
Treatment of Director and Executive Officer Equity Awards		56
Change in Control Severance Payments and Other Termination Benefits		57
Change in Control Agreements		57
Financing of the Merger		61
Regulatory Clearances and Approvals Required for the Merger		64
Litigation Related to the Merger		65
Material U.S. Federal Income Tax Consequences of the Merger		65
Delisting and Deregistration of Ferro Common Stock		65
Dissenters’ Rights		65
THE MERGER AGREEMENT		69
Explanatory Note Regarding the Merger Agreement		69
When the Merger Becomes Effective		69
Structure of the Merger; Articles of Incorporation; Code of Regulations; Directors and Officers		70
Effect of the Merger on Ferro Common Stock		70
Treatment of Ferro Equity Awards		70
Payment for Ferro Common Stock		71
Representations and Warranties		71
Conduct of Business Pending the Merger		75
Other Covenants and Agreements		78
Access to Information		78
No Solicitation; Acquisition Proposals		78
Company Shareholder Meeting and Related Actions		82
Employee Benefits		82
Efforts to Consummate the Merger		83
Indemnification of Directors and Officers; Insurance		86
Miscellaneous Covenants		87
Conditions to the Merger		87
Termination		89
Termination Fees		90
Effect of Termination		91
Expenses Generally		91
Amendments; Waiver		92
Specific Performance		92
Governing Law and Jurisdiction		92
MERGER PROPOSAL (PROPOSAL 1)		93

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL (PROPOSAL 2)	94
ADJOURNMENT PROPOSAL (PROPOSAL 3)	95
MARKET PRICES OF FERRO COMMON STOCK	96
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	97
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	99
U.S. Holders	100
Non-U.S. Holders	100
Information Reporting and Backup Withholding	101
FUTURE FERRO SHAREHOLDER PROPOSALS	102
MULTIPLE FERRO SHAREHOLDERS SHARING ONE ADDRESS	103
WHERE YOU CAN FIND MORE INFORMATION	103
MISCELLANEOUS	104
ANNEXES
Annex A – Agreement and Plan of Merger	A-1
Annex B – Opinion of Lazard Frères & Co. LLC	B-1
Annex C – Sections 1701.84 and 1701.85 of the General Corporation Law of the State of Ohio	C-1

SUMMARY

This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the merger and the other matters being considered at the special meeting of Ferro shareholders. We urge you to carefully read the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you. For additional information on Ferro included in documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information” beginning on page 103. We have included page references in this summary to direct you to a more complete description of the topics presented below.

All references to “Ferro,” “the Company,” “we,” “us,” or “our” in this proxy statement refer to Ferro Corporation, an Ohio corporation; all references to “Prince” refer to PMHC II Inc., a Delaware corporation; all references to “Merger Sub” refer to PMHC Fortune Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of Prince; all references to “AS” refer collectively to American Securities Partners VII, L.P., American Securities Partners VII(B), L.P. and American Securities Partners VII(C), L.P.; all references to “Ferro common stock” refer to the common stock, par value $1.00 per share, of Ferro; all references to the “Board” refer to the board of directors of Ferro; all references to the “merger” refer to the merger of Merger Sub with and into Ferro with Ferro surviving as a direct or indirect wholly owned subsidiary of Prince; unless otherwise indicated or as the context otherwise requires, all references to the “merger agreement” refer to the Agreement and Plan of Merger, dated as of May 11, 2021, and as may be amended from time to time, by and among Prince, Merger Sub and Ferro, a copy of which is included as Annex A to this proxy statement. Ferro, following the completion of the merger, is sometimes referred to in this proxy statement as the “surviving corporation.”

The Parties

Ferro (see page 27)

Ferro Corporation is a leading global supplier of technology-based functional coatings and color solutions. Ferro supplies functional coatings for glass, metal, ceramic and other substrates and color solutions in the form of specialty pigments and colorants for a broad range of industries and applications. Ferro products are sold into the building and construction, automotive, electronics, industrial products, household furnishings and appliance markets. The Company’s reportable segments include: Functional Coatings and Color Solutions. Headquartered in Mayfield Heights, Ohio, the Company has approximately 3,700 associates globally and reported 2020 sales of $959 million.

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol FOE. Our headquarters are located at 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124 and our telephone number is (216) 875-5600. Our corporate web address is www.ferro.com.

Prince (see page 27)

Prince specializes in developing, manufacturing and marketing performance-critical specialty products, many custom developed, for niche applications in the construction, electronics, consumer products, agriculture, automotive, oil & gas, industrial and other end markets. Prince employs approximately 1,200 employees across its 21 facilities located on 6 continents. Prince is a portfolio company of AS.

Prince is a Delaware corporation with principal executive offices located at 15311 Vantage Parkway West, Suite 350 Houston, TX 77032, telephone number (832) 241-2169.

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For additional information, visit www.princecorp.com. The information provided on the Prince website is not part of this proxy statement and is not incorporated in this proxy statement by reference hereby or by any other reference to Prince’s website provided in this proxy statement.

Merger Sub (see page 27)

Merger Sub is a Delaware corporation and a direct or indirect wholly owned subsidiary of Prince, with principal executive offices located at 15311 Vantage Parkway West, Suite 350 Houston, TX 77032, telephone number (832) 241-2169. It was formed for the purpose of engaging in the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will merge with and into Ferro, with Merger Sub ceasing to exist and Ferro surviving as a direct or indirect wholly owned subsidiary of Prince.

The Special Meeting

The Virtual Special Meeting (see page 28)

The special meeting of Ferro shareholders (the “special meeting”) is scheduled to be held virtually on September 9, 2021 at 9:00 a.m., Eastern Time. Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of our shareholders and other participants at the special meeting, the special meeting will be a virtual meeting of shareholders. You will be able to attend the special meeting and vote your shares electronically by visiting www.virtualshareholdermeeting.com/FOE2021SM. You must have your sixteen-digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive your proxy materials by mail. You will not be able to attend the meeting in person.

Purpose of the Special Meeting (see page 28)

At the special meeting, Ferro shareholders will be asked to consider and vote on the following proposals:

• to adopt the merger agreement and approve the transactions contemplated thereby, including the merger (the “merger proposal”);

• to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Ferro to its named executive officers that is based on or otherwise relates to the merger (the “named executive officer merger-related compensation proposal”); and

• to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes to approve the merger proposal at the time of the special meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Ferro shareholders (the “adjournment proposal”).

The Board has determined that it is in the best interest of Ferro shareholders to enter into the merger agreement and has approved and declared advisable the merger agreement and the merger. The Board unanimously recommends that Ferro shareholders vote “FOR” the merger proposal, “FOR” the named executive officer merger-related compensation proposal and “FOR” the adjournment proposal.

Ferro shareholders must vote to approve the merger proposal as a condition for the merger to occur. If Ferro shareholders fail to approve the merger proposal by the requisite vote, the merger will not occur.

Record Date; Shareholders Entitled to Vote (see page 29)

Only holders of Ferro common stock at the close of business on July 15, 2021, the record date for the special meeting (the “record date”), will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. A list of shareholders entitled to vote at the special

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meeting will be available at the virtual meeting website during the special meeting. At the close of business on the record date, 82,704,290 shares of Ferro common stock were issued and outstanding.

Holders of Ferro common stock are entitled to one vote for each share of Ferro common stock they own at the close of business on the record date.

Quorum (see page 29)

The presence at the virtual meeting, in person or by proxy, of the holders of a majority of the voting power of shares of Ferro common stock issued and outstanding at the close of business on the record date and entitled to vote at the special meeting will constitute a quorum. Actual attendance at the virtual meeting is not required in order to be counted for purposes of determining a quorum. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject Ferro to additional expense. If no quorum is present at the special meeting, the chairperson of the meeting or the shareholders holding a majority in voting power of shares of Ferro common stock, present virtually or by proxy and entitled to vote at the special meeting, may adjourn the special meeting.

Required Vote (see page 29)

The approval of the merger proposal requires the affirmative vote of the holders of two-thirds of the voting power of shares of Ferro common stock outstanding at the close of business on the record date and entitled to vote thereon. If you do not vote, it will have the same effect as a vote “AGAINST” the merger proposal.

Approval of each of the named executive officer merger-related compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the voting power of shares of Ferro common stock present or represented by proxy at the special meeting and entitled to vote on the matter.

Attendance and Voting at the Special Meeting (see page 31)

If your shares are registered directly in your name with our transfer agent, you are considered a “shareholder of record” and you may vote your shares virtually at the special meeting or by submitting a proxy by mail, over the internet or by telephone. If you plan to attend the virtual special meeting, you will be able to vote your shares electronically. Although Ferro offers four different methods for shares to be voted at the special meeting, Ferro encourages you to submit a proxy over the internet or by telephone, as Ferro believes they are the most convenient, cost-effective and reliable methods of causing your shares to be voted. If you choose to submit a proxy over the internet or by telephone, there is no need for you to mail back your proxy card.

If your shares are held by your broker, the Ferro 401(k) Plan trustee, bank or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a vote instruction form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted.

Ferro recommends that you submit a proxy or submit your voting instructions as soon as possible, even if you are planning to attend the special meeting, to ensure that your shares will be represented and voted at the special meeting. If you return an executed proxy and do not indicate how you wish to vote with regard to a particular proposal, your shares of Ferro common stock will be voted “FOR” such proposal.

Solicitation of Proxies (see page 32)

The Board is soliciting your proxy, and Ferro will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and related services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed

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through brokers, banks, the Ferro 401(k) Plan trustee, and other nominees to the beneficial owners of shares of Ferro common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Innisfree or, without additional compensation, by certain of Ferro’s directors, officers and employees. Shares of Ferro common stock held in the Ferro 401(k) Plan are voted by the Ferro 401(k) Plan trustee in accordance with specific instructions given by plan participants to whose accounts such shares have been allocated. Any shares of Ferro common stock held in the Ferro 401(k) Plan for which no instructions are received will be voted in the same proportion as those shares for which instructions are received.

Adjournments and Postponements (see page 32)

In addition to the merger proposal and the named executive officer merger-related compensation proposal, Ferro shareholders are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting for the purpose of soliciting additional votes in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Ferro shareholders. If no quorum is present at the special meeting, the chairman of the Board (or such other officer of Ferro designated by a majority of the directors) or the holders of shares entitling them to exercise a majority of the voting power of shares of Ferro common stock, present in person at the virtual special meeting or by proxy and entitled to vote at the special meeting, may adjourn the special meeting to another place, date or time. Assuming a quorum is present, the affirmative vote of holders of a majority of the voting power of shares of Ferro common stock present and entitled to vote on the adjournment proposal will be required to approve the adjournment proposal. The chairman of the Board (or such other officer of Ferro designated by a majority of the directors) also has the power to adjourn the special meeting at any time, whether or not there is a quorum present. In addition, the special meeting could be postponed before it commences. If the special meeting is adjourned or postponed for the purpose of soliciting additional votes on the merger proposal, shareholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you submit a proxy and do no not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

Ferro may postpone, recess or adjourn the special meeting (and shall postpone, recess or adjourn if requested by Prince (but in such case Ferro shall not be required to postpone or adjourn the special meeting to a date that is more than 20 calendar days after the date on which the special meeting was originally scheduled)) (i) to the extent required by law or fiduciary duty, (ii) to allow reasonable additional time to solicit additional proxies to the extent Ferro reasonably believes necessary in order to obtain the Company Requisite Vote, (iii) if as of the time for which the special meeting is originally scheduled there are insufficient shares of Ferro common stock represented (either in person at the virtual special meeting or by proxy) and voting to constitute a quorum necessary to conduct the business of the special meeting or (iv) to the extent necessary to ensure that any supplement or amendment to this proxy statement or any supplemental or additional disclosure, in each case, as required by applicable law or fiduciary duty (as determined by the Board in good faith after consultation with its outside legal counsel) is provided to the shareholders of Ferro a reasonable amount of time in advance of the special meeting to permit such shareholder to review such supplement, amendment or disclosure prior to the special meeting.

The Merger

Structure of the Merger (see page 34)

Upon the terms and subject to the satisfaction or waiver of the conditions set forth in the merger agreement and in accordance with the OGCL, at the effective time of the merger (the “effective time”), Merger Sub will merge with and into Ferro, with Ferro continuing as the surviving corporation in the merger and as a direct or

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indirect wholly owned subsidiary of Prince. As a result of the merger, each share of Ferro common stock issued and outstanding immediately prior to the effective time (other than any shares that may be held by Ferro as treasury stock or held directly by Prince or any subsidiary of Prince (including Merger Sub) and other than any shares owned by any shareholder who has properly exercised and perfected such holder’s demand for dissenters’ rights under Sections 1701.84 and 1701.85 of the OGCL and not effectively withdrawn or lost such dissenters’ rights) will be automatically cancelled and converted into the right to receive the merger consideration.

Merger Consideration—What Shareholders Will Receive in the Merger (see page 34)

Upon the terms and subject to the conditions of the merger agreement, at the effective time, Ferro shareholders will have the right to receive $22.00 in cash, without interest and less any applicable withholding taxes, for each share of Ferro common stock that they own immediately prior to the effective time (other than any shares that may be held by Ferro as treasury stock or held directly by Prince or any subsidiary of Prince (including Merger Sub), and other than any shares owned by any shareholder who has properly exercised and perfected such holder’s demand for dissenters’ rights under Sections 1701.84 and 1701.85 of the OGCL and not effectively withdrawn or lost such holder’s dissenters’ rights).

Effects on Ferro if the Merger Is Not Completed (see page 35)

If the merger proposal is not approved by Ferro shareholders or if the merger is not consummated for any other reason, Ferro shareholders will not receive any payment for their shares of Ferro common stock in connection with the merger. Instead, Ferro will remain a public company, our common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the Securities and Exchange Commission (the “SEC”). Under specified circumstances, upon termination of the merger agreement, Ferro may be required to pay Prince a termination fee of $55.12 million, as described under “The Merger Agreement—Termination Fees” beginning on page 90. Under specified circumstances, upon termination of the merger agreement, Prince may be required to pay Ferro a termination fee of $50 million or $93.43 million, including as a result of the failure to obtain required regulatory approvals, as described under “The Merger Agreement—Termination Fees” beginning on page 90.

Furthermore, if the merger is not consummated, and depending on the circumstances that would have caused the merger not to be consummated, it is likely that the price of our common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Treatment of Ferro Equity Awards (see page 34)

The merger agreement provides that outstanding equity-based awards issued under Ferro’s equity incentive plans will be treated as set forth below:

Options. Each outstanding and unexercised option to purchase shares (an “Option”) will be cancelled and converted into the right to receive a cash payment (without interest) equal to (i) the total number of shares subject to such Option multiplied by (ii) the excess, if any, of the merger consideration over the exercise price per share under such Option, less any applicable withholding taxes required to be withheld by applicable law.

Restricted Stock Units (“RSUs”) and Share Units. Each outstanding RSU and Share Unit will be cancelled and converted into the right to receive a cash payment (without interest) equal to (i) the total number of shares subject to such RSU or Share Unit, multiplied by (ii) the merger consideration, less any applicable withholding taxes required to be withheld by applicable law.

Performance Share Units (“PSUs”). Each outstanding PSU will be cancelled and converted into the right to receive a cash payment equal to (i) the number of shares subject to such PSU, calculated based on the greater of

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(A) actual performance against goals as set forth in the terms of such PSU, and (B) the target level performance over the entire performance period, multiplied by (ii) the merger consideration, less any applicable withholding taxes required to be withheld by applicable law. For purposes of measuring actual performance with respect to the PSUs, (i) any performance measures related to total shareholder return shall be calculated by, first, determining the volume weighted average closing trading price of Ferro’s (or relevant peer group’s) common stock over the thirty trading days commencing on the first trading day occurring after the date of public announcement of the merger agreement, and then, second, using such average prices as the “ending prices” for purposes of calculating relative total shareholder return (with the resulting relative total shareholder return calculations as of the last day of such thirty trading day period being substituted as the total shareholder return criteria for such PSU) and (ii) any performance measures related to goals other than total shareholder return shall be calculated based on the actual performance results through the date of the merger extrapolated through the duration of the relevant performance periods.

Recommendation of the Board and Reasons for the Merger (see page 41)

After consideration of various factors, the Board (i) determined that it is in the best interest of Ferro shareholders that Ferro enter into the merger agreement, (ii) approved and declared advisable the merger and the merger agreement and (iii) resolved that the merger agreement be submitted for consideration to Ferro shareholders at a special meeting of Ferro shareholders and recommended that Ferro shareholders vote to adopt the merger agreement and approve the transactions contemplated thereby, including the merger. A description of factors considered by the Board in reaching its decision to adopt the merger agreement can be found in “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 41.

The Board unanimously recommends that Ferro shareholders vote:

• “FOR” the merger proposal;

• “FOR” the named executive officer merger-related compensation proposal; and

• “FOR” the adjournment proposal.

Opinion of Lazard Frères & Co. LLC (see page 47)

Lazard Frères & Co. LLC, which we refer to as “Lazard,” was retained by Ferro to act as its financial advisor in connection with the merger. On May 10, 2021, Lazard rendered its written opinion, consistent with its oral opinion rendered on the same date, to the Board that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Lazard as set forth in its written opinion, the merger consideration to be paid to holders of shares of Ferro common stock (other than holders of excluded shares) in the merger was fair, from a financial point of view, to such holders.

The full text of Lazard’s written opinion to the Ferro Board, dated May 10, 2021, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Lazard in connection with its opinion, is attached to this proxy statement as Annex B and is incorporated by reference herein in its entirety. The foregoing summary of Lazard’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Lazard’s opinion, this section and the summary of Lazard’s opinion, as further described in the section entitled “The Merger—Opinion of Lazard Frères & Co. LLC” beginning on page 47 of this proxy statement, in their entirety. Lazard’s engagement and its opinion were for the benefit of the Ferro Board (in its capacity as such), and Lazard’s opinion was rendered to the Ferro Board in connection with its evaluation of the merger and addressed only the fairness as of the date of the opinion, from a financial point of view, to holders of shares of Ferro common stock (other than holders of excluded shares) of the

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merger consideration to be paid to such holders in the merger. Lazard’s opinion was not intended to, and does not, constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the merger or any matter relating thereto.

Interests of Ferro’s Executive Officers and Directors in the Merger (see page 55)

When considering the recommendation of the Board that you vote “FOR” the merger proposal, you should be aware that, aside from their interests as Ferro shareholders, Ferro’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of other Ferro shareholders generally. The Board was aware of such interests during its deliberations on the merits of the merger and in deciding to recommend that Ferro shareholders vote “FOR” the merger proposal.

With regard to our directors serving on the Board (other than Mr. Peter T. Thomas, whose interest is as an executive officer), these interests relate to the impact of the transaction on the directors’ outstanding equity awards and the provision of indemnification and insurance arrangements pursuant to the merger agreement and Ferro’s articles of incorporation and code of regulation, which reflect that such directors may be subject to claims arising from their service on the Board.

With regard to our executive officers, these interests include the possible receipt of the following types of payments and benefits that may be triggered by or otherwise relate to the merger, assuming the merger occurred on March 1, 2022 and, where applicable, the executives’ employment was terminated by us without “cause” or, in some cases, by the executive for “good reason” (each as defined below) on such date:

• accelerated vesting of equity awards;

• possible cash severance payments and other termination benefits under the executives’ change in control agreements; and

• the provision of indemnification and insurance arrangements pursuant to the merger agreement and Ferro’s articles of incorporation and code of regulations.

Financing of the Merger (see page 61)

We anticipate that the total funds needed to complete the merger (including the funds necessary to pay the aggregate merger consolidation, repay or redeem any indebtedness to be repaid or redeemed by the Company and its subsidiaries pursuant to the merger agreement and pay all fees, costs and expenses required to be paid by Prince or Merger Sub (including the repayment of third party debt with respect to Prince and certain of its affiliates) at or prior to the closing of the merger in connection with the transactions contemplated by the merger agreement), which would be approximately $3.42 billion, which will be funded through a combination of the following:

• cash equity commitments by AS in an aggregate amount up to $200 million on the terms and subject to the conditions set forth in the equity commitment letter, as further described in the section entitled “The Merger—Equity Financing” beginning on page 61;

• debt financing commitments from the debt commitment parties consisting of a $325 million first lien revolving facility, a $1.945 billion first lien term facility, $500 million in first lien secured notes and $756 million in senior unsecured notes, as further described in the section entitled “The Merger—Debt Financing” beginning on page 62.

The consummation of the merger is not conditioned upon Prince obtaining the proceeds of any financing.

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Regulatory Clearances and Approvals Required for the Merger (see page 64)

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), we cannot complete the merger until we have given notification and furnished information to the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”), and until the applicable waiting period has expired or has been terminated. On May 26, 2021, Ferro and Prince each filed a premerger notification and report form under the HSR Act resulting in an initial waiting period ending on June 28, 2021, at 11:59 p.m., Eastern Time. Ferro and Prince voluntarily withdrew the premerger notification and report form on June 25, 2021 and then refiled on June 29, 2021. Accordingly, the waiting period under the HSR Act will expire on July 29, 2021, at 11:59 p.m., Eastern Time, unless earlier terminated or extended by a request for additional information and documentary material from the FTC.

In addition, pursuant to conditions to the consummation of the merger set forth in the merger agreement, the parties are seeking governmental antitrust, foreign investment or merger control approvals in specified jurisdictions.

Generally under the merger agreement, Ferro, Prince and Merger Sub have agreed to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary and proper under applicable laws and regulations in a timely manner as are necessary to consummate and make effective the transactions contemplated by the merger agreement and to cause the conditions to the merger to be satisfied, subject to certain limitations, as further described in “The Merger—Regulatory Clearances and Approvals Required for the Merger” beginning on page 64.

While we have no reason to believe it will not be possible to obtain regulatory approvals, or to obtain such approvals in a timely manner, there is no certainty that these approvals will be obtained.

Litigation Related to the Merger (see page 65)

As of the date of this definitive proxy statement, three lawsuits challenging the merger have been filed against Ferro and the Board. The first lawsuit, captioned Stein v. Ferro Corporation et al., 1:21-cv-05959-AKH, was filed in the U.S. District Court for the Southern District of New York on July 12, 2021. The second lawsuit, captioned Fawkes v. Ferro Corporation et al., 1:21-cv-06112, was filed in the U.S. District Court for the Southern District of New York on July 16, 2021. The third lawsuit, captioned Whitfield v. Ferro Corporation et al., 1:21-cv-13750-CCC-LDW, was filed in the U.S. District Court for the District of New Jersey on July 16, 2021. The complaints filed in these lawsuits allege, among other things, that the defendants caused a materially incomplete and misleading preliminary proxy statement to be filed with the SEC in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ferro and the Board believe these lawsuits are without merit and intend to defend against them vigorously.

Material U.S. Federal Income Tax Consequences of the Merger (see page 65)

The exchange of Ferro common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 99 and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Dissenters’ Rights (see page 65)

If the merger agreement is adopted by the Ferro’s shareholders, Ferro shareholders who do not vote in favor of the adoption of the merger agreement and who properly demand payment of fair cash value of their shares are

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entitled to certain dissenters’ rights pursuant to Sections 1701.84 and 1701.85 of the Ohio General Corporation law (the “OGCL”). Section 1701.85 generally provides that Ferro shareholders will not be entitled to such rights without strict compliance with the procedures set forth in Section 1701.85, and failure to timely take any one of the required steps may result in the termination or waiver of such rights. Specifically, any Ferro shareholder who is a record holder of Ferro common stock on July 15, 2021, the record date for the special meeting, and whose shares are not voted in favor of the adoption of the merger agreement may be entitled to be paid the “fair cash value” of such shares after the completion of the merger in lieu of any applicable merger consideration.

To be entitled to such payment, a shareholder must, among other things, deliver to Ferro a written demand for payment of the fair cash value of the shares held by such shareholder with the information provided for in Section 1701.85(A)(4) of the OGCL before the vote to adopt the merger agreement is taken, not vote in favor of the adoption of the merger agreement, and otherwise comply with Section 1701.85. A shareholder’s failure to vote against the adoption of the merger agreement will not constitute a waiver of such shareholder’s dissenters’ rights as long as such shareholder does not vote in favor of the adoption of the merger agreement. However, a proxy submitted but not marked to specify voting instructions will be voted in favor of the adoption of the merger agreement and will be deemed a waiver of dissenters’ rights. Any written demand must specify the shareholder’s name and address, the number and class of shares held by him, her or it on the record date, and the amount claimed as the “fair cash value” of such shares of common stock.

Shareholders holding Ferro common stock considering seeking payment of fair cash value of their shares should be aware that the “fair cash value” of their shares as determined pursuant to Section 1701.85 of the OGCL could be more than, the same as, or less than the value of the consideration they would receive pursuant to the merger if they did not seek payment of fair cash value of their shares. For shares listed on a national securities exchange (such as the NYSE, on which the Ferro common stock is currently listed) immediately before the effective time of the merger, the fair cash value will be the closing sale price of the shares as of the close of trading on the day before the vote of Ferro’s shareholders on the adoption of the merger agreement.

Please see the section of this proxy statement entitled “The Merger—Dissenters’ Rights” beginning on page 65 and the text of Sections 1701.84 and 1701.85, which is attached as Annex C to this proxy statement and incorporated herein by reference, for more specific information on the procedures to be followed in exercising dissenters’ rights. Shareholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of dissenters’ rights due to the complexity of the appraisal process and because failure to follow fully and precisely the procedural requirements of the statute may result in termination or waiver of such rights.

Expected Timing of the Merger

Assuming timely receipt of regulatory approvals and satisfaction of other closing conditions, we anticipate completing the merger in the first quarter of 2022. However, the merger is subject to various regulatory clearances and approvals and other conditions, and it is possible that factors outside of the control of Ferro or Prince could result in the merger being completed at a later time, or not at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required clearances and approvals and the satisfaction or, to the extent permitted, waiver of the other conditions to the consummation of the merger.

No Solicitation; Acquisition Proposals (see page 78)

Except as expressly permitted by the merger agreement, from May 11, 2021 until the effective time or, if earlier, the valid termination of the merger agreement in accordance with its terms, Ferro and its representatives will not directly or indirectly:

• initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the

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making or completion of, any Acquisition Proposal (as defined in the section entitled “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Acquisition Proposals” beginning on page 78) or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal;

• engage in, continue or otherwise participate in any discussions with or negotiations relating to, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations) or providing or causing to be provided any non-public information or data relating to Ferro or any of its subsidiaries in connection with an Acquisition Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal;

• approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; or

• negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an acceptable confidentiality agreement); provided that it is understood and agreed that any permitted determination or action by the Board shall not be deemed to be a breach or violation of, or give Prince a right to terminate the merger agreement.

Notwithstanding anything to the contrary in the merger agreement, Ferro or its Board may:

• comply with its disclosure obligations under applicable law or the rules and policies of the NYSE, from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer), make a “stop-look-and-listen” communication to the shareholders of Ferro pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the shareholders of Ferro) or, after consulting with outside legal counsel, make any legally required disclosure to shareholders with regard to the transactions contemplated by the merger agreement or an Acquisition Proposal; provided, that the Board may not make a Change of Recommendation (as defined in the section entitled “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Acquisition Proposals” beginning on page 78) except to the extent otherwise permitted by the merger agreement.

• prior to (but not after) obtaining the Company Requisite Vote (as defined in the section entitled “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Acquisition Proposals” beginning on page 78):

• contact and engage in any communications or discussions with any person or group of persons and their respective representatives who has made a written Acquisition Proposal after May 11, 2021 that was not solicited in breach (other than an unintentional or de minimis breach) of the merger agreement, solely for the purpose of clarifying such Acquisition Proposal and the terms thereof;

• (a) engage in any communications, negotiations or discussions with any person or group of persons and their respective representatives who has made an Acquisition Proposal after May 11, 2021 that was not solicited in breach (other than an unintentional or de minimis breach) of the merger agreement (which negotiations or discussions need not be solely for clarification purposes) and (b) provide access to Ferro’s or any of its subsidiaries’ properties, books and records and providing information or data in response to a request therefor by a person who has made a bona fide and written Acquisition Proposal after May 11, 2021 that was not solicited in breach (other than an unintentional or de minimis breach) of the merger agreement, in each case, if the Board (A) shall have determined in good faith, after consultation with its outside legal counsel and financial advisor(s), that, based on the information then available, such Acquisition Proposal constitutes or would reasonably be expected to constitute, result in or lead to a Superior Proposal (as defined in the section entitled “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Acquisition Proposals” beginning on page 78) and (B) has received from the

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person who has made such Acquisition Proposal an executed Acceptable Confidentiality Agreement (as defined in the merger agreement); provided that Ferro shall provide to Prince and Merger Sub any material non-public information or data that is provided to any person given such access that was not previously made available to Prince or Merger Sub prior to or promptly following the time it is provided to such person;

• make a Change of Recommendation;

• resolve, authorize, commit or agree to do any of the foregoing.

However, prior to the time, but not after, the Company Requisite Vote (as defined in the section entitled “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Acquisition Proposals” beginning on page 78) is obtained, if a written Acquisition Proposal that did not otherwise result from a breach (other than an unintentional or de minimis breach) of the merger agreement is received by Ferro, and the Board determines in good faith, after consultation with its outside legal counsel and its financial advisor(s) that such Acquisition Proposal would, if consummated, constitute a Superior Proposal, the Board may, if the Board has determined in good faith after consultation with its financial advisors and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, (x) effect a Change of Recommendation and/or (y) terminate the merger agreement pursuant to the merger agreement in order to enter into a definitive written agreement providing for such Superior Proposal; provided, however, that Ferro pays to Prince any termination payment required to be paid pursuant to the merger agreement; provided further, that, prior to taking such action described in clauses (x) and/or (y) above, Ferro shall provide notice to Prince as specified in the merger agreement and comply with the applicable provisions thereunder as described in the section entitled “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Acquisition Proposals” beginning on page 78.

However, prior to the time, but not after, the Company Requisite Vote is obtained, the Board may effect a Change of Recommendation if (x) an Intervening Event (as defined in the section entitled “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Acquisition Proposals” beginning on page 78) has occurred, and (y) prior to taking such action, the Board has determined in good faith, after consultation with its outside legal counsel and its financial advisor(s), that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law.

Conditions to the Merger (see page 87)

Each party’s obligation to effect the merger is subject to the satisfaction or, to the extent permitted by law, waiver of various conditions, including the following:

• the merger agreement shall have been adopted by Ferro shareholders at the special meeting;

• no governmental entity of competent jurisdiction shall have enacted or promulgated any law, statute, rule, regulation, executive order, decree, ruling, judgement, injunction or other order (whether temporary, preliminary or permanent) to prohibit, restrain, enjoin or make illegal the consummation of the merger or any of the transaction contemplated by the merger agreement; and

• the expiration or termination of the applicable waiting period under the HSR Act and any required approvals thereunder shall have been obtained, no agreement shall be in effect with a governmental entity pursuant to which Prince and Ferro have agreed not to consummate or to delay the consummation of the merger and each other consent, approval or clearance with respect to, or termination or expiration of any applicable waiting period imposed under specified antitrust and foreign investment laws shall have been received or deemed to have been received or shall have terminated or expired, as applicable.

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The respective obligations of Prince and Merger Sub to effect the merger is subject to the satisfaction or, to the extent permitted, waiver of the following additional conditions:

• Ferro’s representations and warranties in the merger agreement shall be true and correct as of the date of the merger agreement and as of the effective time (except that any such representation or warranty that is made as of a specified date must be so true and correct as of such specified date) in the manner described under “The Merger Agreement—Conditions to the Merger” beginning on page 87;

• Ferro must have performed or complied in all material respects with all obligations required to be performed or complied with by it under the merger agreement on or prior to the effective time;

• Prince must have received a certificate signed by an executive officer of Ferro certifying that each of the conditions set forth in the preceding two bullet points have been satisfied; and

• since the date of the merger agreement, there shall not have occurred a material adverse effect (as defined in the merger agreement).

The obligation of Ferro to effect the merger is subject to the satisfaction or, to the extent permitted by law, waiver of the following additional conditions:

• Prince’s and Merger Sub’s respective representations and warranties in the merger agreement shall be true and correct as of the date of the merger agreement and as of the effective time as if made at and as of such time (except that any such representation or warranty that is made as of a specified date must be so true and correct as of such specified date) in the manner described under “The Merger Agreement—Conditions to the Merger” beginning on page 87;

• Prince and Merger Sub must have performed or complied in all material respects with each of their respective obligations required to be performed or complied with by them under the merger agreement on or prior to the effective time; and

• Ferro will have received a certificate signed by an executive officer of Prince certifying that each of the conditions set forth in the preceding two bullet points have been satisfied.

Termination (see page 89)

The merger agreement can be terminated under the following circumstances:

• by mutual written consent of Prince, Merger Sub and Ferro;

• by Ferro or Prince if any governmental entity of competent jurisdiction shall have issued a legal restraint in the manner described under “The Merger Agreement—Termination” beginning on page 89;

• by Ferro or Prince if the merger is not consummated on or before 5:00 p.m. (New York City time) on May 11, 2022 (as such date may be extended pursuant to the merger agreement, the “outside date”), provided that the right to terminate the merger agreement shall not be available if it is the terminating party’s failure to fulfill or comply with its obligations under the merger agreement in any material respect that is the primary cause of or has primarily resulted in the failure to so consummate the merger on or before the outside date;

• by written notice from Ferro:

• if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Prince or Merger Sub contained in the merger agreement, such that Ferro’s closing conditions to consummate the merger would not be satisfied and, such breach is not curable in a manner sufficient to allow the satisfaction of such conditions or, if curable, is not cured in a manner sufficient to allow the satisfaction of such conditions prior to the earlier of (A) 30 days

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after written notice thereof is given by Ferro to Prince or (B) the outside date; provided that Ferro shall not have the right to terminate the merger agreement pursuant to this provision if Ferro is then in material breach of any of its covenants or agreements contained in the merger agreement such that Prince or Merger Sub’s conditions to consummate the merger as set forth in the merger agreement would not be satisfied; or

• prior to obtaining shareholder approval of the merger proposal at the special meeting, in order to enter into a definitive agreement for a Superior Proposal in the manner described under “The Merger Agreement—Termination” beginning on page 89;

• by written notice from Prince if:

• there shall have been a breach of any representation, warranty, covenant or agreement on the part of Ferro contained in the merger agreement, such that Prince and Merger Sub’s closing conditions to consummate the merger would not be satisfied and, such breach is not curable in a manner sufficient to allow the satisfaction of such conditions or, if curable, is not cured in a manner sufficient to allow the satisfaction of such conditions prior to the earlier of (A) 30 days after written notice thereof is given by Prince to Ferro or (B) the outside date; provided that Prince shall not have the right to terminate the merger agreement pursuant to this provision if Prince or Merger Sub is then in material breach of any of its covenants or agreements contained in the merger agreement such that Ferro’s conditions to consummate the merger as set forth in the merger agreement would not be satisfied; or

• prior to obtaining shareholder approval of the merger proposal at the special meeting, if the Board shall have made, prior to such approval, a Change of Recommendation.

• by either Prince or Ferro if the shareholder approval of the merger proposal shall not have been obtained at the special meeting or any adjournment or postponement thereof, at which a vote on the adoption of the merger agreement was taken; or

• by Ferro, if (i) the parties’ mutual conditions to closing and Prince’s and Merger Sub’s conditions to closing have been satisfied or waived in accordance with the merger agreement, (ii) Ferro has indicated in writing that Ferro is ready and willing to consummate the merger and ready, willing and able to take all action within its control to consummate the merger, (iii) Prince and Merger Sub fail to consummate the merger within two (2) business days of the date on which the closing should have occurred pursuant to the merger agreement and (iv) during such two (2) business day period described in clause (iii), Ferro stood ready, willing and able to consummate the merger and the other transactions contemplated by the merger agreement.

Termination Fees and Expenses Generally (see page 90)

If the merger agreement is terminated under specified circumstances, Ferro may be required to pay a termination fee to Prince of $55.12 million, including if Prince terminates due to a Change of Recommendation or if Ferro terminates due to entering into a definitive agreement with respect to a Superior Proposal.

If the merger agreement is terminated under certain circumstances, Prince may be required to pay a termination fee to Ferro of  $93.43 million (or $50 million under certain other circumstances), including as a result of failure to obtain required regulatory approvals or if Ferro terminates due to a breach by Prince or Merger Sub of its representations, warranties, covenants or agreements under the merger agreement, which is not curable or not cured within a specified period.

If Ferro or Prince fail to pay any termination fee, as applicable, within the specified time period, the paying party will be required to reimburse non-paying party’s reasonable out-of-pocket costs and expenses incurred in connection with any action taken to collect payment of such amounts. No party is required to pay the applicable termination fee on more than one occasion.

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Except as provided in the merger agreement, each party will bear its own expenses in connection with the merger and the transactions contemplated by the merger agreement. Filing fees incurred in connection with obtaining any consents or making any filings under any antitrust and foreign investment laws will be borne by Prince; provided, that the costs and expenses of counsel in connection with preparing such filings and responding to any requests from any governmental entity with respect to antitrust and foreign investment laws will be borne by the party incurring such expense. Expenses incurred in connection with the filing, printing and mailing of this proxy statement will be shared equally by Prince and Ferro.

Specific Performance (see page 92)

The parties to the merger agreement are entitled (in addition to any other remedy to which they may be entitled in law or equity) to an injunction, specific performance or other equitable relief to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement.

Indemnification of Directors and Officers; Insurance (see page 86)

At Prince’s option, Ferro will purchase from insurance carriers with comparable credit ratings, no later than the effective time, a six-year prepaid “tail policy” providing at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured than the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Ferro and its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time, including the transactions contemplated by the merger agreement subject to certain limitations; provided, however, that after the effective time, Prince and the surviving corporation will not be required to pay in the aggregate for such coverage under each such policy more than 300% of the last annual premium paid by Ferro before May 11, 2021 in respect of the coverage required to be obtained pursuant hereto under each such policy, but in such case will purchase as much coverage as reasonably practicable for such amount. If Ferro elects not to purchase such a “tail policy”, then Prince shall maintain, or shall cause the surviving corporation to maintain, at no expense to the beneficiaries, in effect for at least six years from the effective time the current policies of the directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Ferro with respect to matters existing or occurring at or prior to the effective time. Prince has agreed to honor and perform under, and to cause the surviving corporation to honor and perform under, all indemnification agreements entered into by Ferro or any of its subsidiaries with any indemnified party which are in effect as of the date of the merger agreement.

Delisting and Deregistration of Ferro Common Stock (see page 65)

As promptly as reasonably practicable following the completion of the merger, Ferro common stock will be delisted from the NYSE and deregistered under the Exchange Act. Thereafter, we will no longer be required to file periodic reports with the SEC with respect to Ferro common stock.

Market Prices of Ferro Common Stock (see page 96)

Ferro common stock is listed on the NYSE under the symbol “FOE”. On May 10, 2021, the last trading day prior to the public announcement of the proposed merger, the closing price per share of Ferro common stock on the NYSE was $17.58. The closing price of Ferro common stock on the NYSE on July 22, 2021, the most recent practicable date prior to the filing of this proxy statement, was $20.94 per share. You are encouraged to obtain current market prices of Ferro common stock in connection with voting your shares of Ferro common stock.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following are brief answers to certain questions that you may have regarding the merger, the special meeting and the proposals being considered at the special meeting. We urge you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated by reference into this proxy statement.

Q. Why am I receiving these proxy materials?

A. On May 11, 2021, Ferro entered into the merger agreement providing for the merger of Merger Sub with and into Ferro, pursuant to which Ferro will survive the merger as a direct or indirect wholly owned subsidiary of Prince. You are receiving this proxy statement in connection with the solicitation by the Board of proxies from Ferro shareholders to vote in favor of the merger proposal and the other matters to be voted on at the special meeting.

Q. What is the proposed transaction?

A. The proposed transaction is the acquisition of Ferro by Prince by way of merger of Merger Sub with and into Ferro. If the merger proposal is approved by Ferro shareholders and the other conditions to the consummation of the merger contained in the merger agreement are satisfied or (to the extent permitted) waived, Merger Sub will merge with and into Ferro. Ferro will be the surviving corporation in the merger and will be privately held as a direct or indirect wholly owned subsidiary of Prince. If the merger is consummated, each share of Ferro common stock will automatically be cancelled and you will not own any shares of the capital stock of the surviving corporation.

Q. What will I receive in the merger if it is completed?

A. Under the terms of the merger agreement, if the merger is completed, you will be entitled to receive $22.00 in cash, without interest and less any applicable withholding taxes, for each share of Ferro common stock you own (unless you have properly exercised and perfected and not lost or withdrawn your dissenters’ rights under Ohio law with respect to such shares). For example, if you own 100 shares of Ferro common stock, you will be entitled to receive $2,200 in cash in exchange for your shares, without interest. You will not be entitled to receive shares in the surviving corporation or in Prince.

Q. Where and when is the special meeting, and who may attend?

A. The special meeting will be held virtually on September 9, 2021. The meeting will be held by live online webcast and will begin at 9:00 a.m. (Eastern Time). Only holders of record of Ferro common stock as of July 15, 2021, the record date for the special meeting, or their legal proxy holders may attend the special meeting or any adjournments or postponements thereof. You will be able to attend the meeting and vote your shares electronically by visiting www.virtualshareholdermeeting.com/FOE2021SM. You must have your sixteen-digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive your proxy materials by mail. You will not be able to attend the meeting in person. Please note that participants in the Ferro 401(k) Plan are not entitled to vote at the meeting by virtue of participating in the Ferro 401(k) Plan. Only the Trustee of the 401(k) Plan is authorized to vote shares held by participants on their behalf. (Please see “If I am a participant in the Ferro 401(k) Plan, how do I vote?” below.)

Q. Who can vote at the special meeting?

A. All Ferro shareholders of record as of the close of business on July 15, 2021, the record date for the special meeting, are entitled to receive notice of, attend and vote at the special meeting, or any adjournment or postponement thereof. Each share of Ferro common stock is entitled to one vote on all matters that come

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before the meeting. At the close of business on the record date, there were 82,704,290 shares of Ferro common stock issued and outstanding.

Q. What matters will be voted on at the special meeting?

A. At the special meeting, you will be asked to consider and vote on the following proposals:

• the merger proposal;

• the named executive officer merger-related compensation proposal; and

• the adjournment proposal.

Q. How does the Board recommend that I vote on the proposals?

A. The Board unanimously recommends that you vote:

• “FOR” the merger proposal;

• “FOR” the named executive officer merger-related compensation proposal; and

• “FOR” the adjournment proposal.

Q. What vote is required to approve the merger proposal?

A. The merger proposal will be approved if Ferro shareholders holding two-thirds of the voting power of the outstanding shares of Ferro common stock entitled to vote thereon approve the merger proposal.

Q. What vote is required to approve the other proposals?

A. Approval of each of the named executive officer merger-related compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the voting power of shares of Ferro common stock present or represented by proxy at the special meeting and entitled to vote on the matter. If no quorum is present at the special meeting, the meeting may nonetheless be adjourned by the chairperson of the meeting or by the affirmative vote of the holders of a majority of the voting power of shares of Ferro common stock present or represented by proxy at the special meeting and entitled to vote on the matter.

Q. How are Ferro’s directors and executives intending to vote?

A. As of July 15, 2021, the directors and executive officers of Ferro either directly or through their affiliates, collectively, beneficially owned and were entitled to vote 1,245,923 shares of Ferro common stock, representing approximately 1.5% of the shares of Ferro common stock outstanding on that date. Ferro currently expects that these directors and executive officers will vote such shares of Ferro common stock in favor of the foregoing proposals, although none of them has entered into any agreement obligating them to do so.

Q. What factors did the Board consider in deciding to enter into the merger agreement and recommending the approval of the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal?

A. In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, and to recommend our shareholders approve the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal, the Board consulted with our management, as well as our legal and financial advisors, and considered the terms of the

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proposed merger agreement and the transactions contemplated thereby, including the merger, as well as other alternatives. For a more detailed description of these factors, see “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 41 of this proxy statement.

Q. Do you expect the merger to be taxable to Ferro shareholders?

A. The exchange of Ferro common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state, local or other tax laws. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 99 and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Q. What other effects will the merger have on Ferro?

A. If the merger is completed, Ferro common stock will be delisted from the NYSE and deregistered under the Exchange Act, and Ferro will no longer be required to file periodic reports with the SEC with respect to Ferro common stock, in each case in accordance with applicable law, rules and regulations. Following the completion of the merger, Ferro common stock will no longer be publicly traded and you will no longer have any interest in Ferro’s future earnings or growth; each share of Ferro common stock you hold will represent only the right to receive $22.00 in cash, without interest and less any applicable withholding taxes.

Q. When is the merger expected to be completed?

A. Assuming timely satisfaction of necessary closing conditions, including the approval by our shareholders of the merger proposal, the parties to the merger agreement expect to complete the merger in first quarter of 2022. However, Ferro cannot assure completion by any particular date, if at all. Because the merger is subject to a number of conditions, including the receipt of shareholder approval of the merger proposal and the receipt of certain regulatory approvals, the exact timing of the merger cannot be determined at this time and we cannot guarantee that the merger will be completed.

Q. What happens if the merger is not completed?

A. If the merger proposal is not approved by Ferro shareholders, or if the merger is not completed for any other reason, Ferro shareholders will not receive any payment for their shares of Ferro common stock in connection with the merger. Instead, Ferro will remain an independent public company and shares of Ferro common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC. Under specified circumstances, we may be required to pay Prince a termination fee upon the termination of $55.12 million or Prince may be required to pay Ferro a termination fee of $50 million or $93.43 million, as described under “The Merger Agreement—Termination Fees” beginning on page 90.

Q. Does Ferro intend to hold its 2022 annual meeting of shareholders?

A. Ferro has not yet determined whether it will hold its 2022 annual meeting of shareholders (the “2022 annual meeting”) due to the merger proposal. If the merger is not completed, Ferro shareholders will continue to be entitled to attend and participate in Ferro’s annual meeting of shareholders, and we will provide information about the 2022 annual meeting at a later date. If the merger is consummated, we will no longer have public shareholders and there will be no public participation in any future shareholders meetings of Ferro.

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Q. Do any of Ferro’s directors or officers have interests in the merger that may differ from or be in addition to my interests as a shareholder?

A. Yes. In considering the recommendation of the Board with respect to the merger proposal, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our shareholders generally. The Board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by Ferro shareholders. See “The Merger—Interests of Ferro’s Executive Officers and Directors in the Merger” beginning on page 55.

Q. Why am I being asked to consider and vote on the named executive officer merger-related compensation proposal?

A. The SEC rules require Ferro to seek approval on a non-binding, advisory basis with respect to certain payments that will or may be made to Ferro’s named executive officers in connection with the merger. Approval of the named executive officer merger-related compensation proposal is not required to complete the merger.

Q. Who is soliciting my vote?

A. The Board is soliciting your proxy, and Ferro will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and related services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks, the Ferro 401(k) Plan trustee, or other nominees to beneficial owners of shares of Ferro common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Innisfree or, without additional compensation, by certain of Ferro’s directors, officers and employees.

Q. What do I need to do now?

A. Carefully read and consider the information contained in and incorporated by reference into this proxy statement, including the attached annexes. Whether or not you expect to attend the virtual special meeting in person, please submit a proxy (or provide instructions to your bank, broker, the Ferro 401(k) Plan trustee or other nominee, as applicable) to vote your shares as promptly as possible to ensure that your shares will be represented and voted at the special meeting.

Q. How do I vote if my shares are registered directly in my name?

A. If your shares are registered directly in your name with our transfer agent (Computershare Investor Services, LLC), you are considered a “shareholder of record” and there are four methods by which you may vote your shares or have your shares voted at the special meeting:

• Internet:    To submit a proxy to vote over the internet, go to www.proxyvote.com and follow the steps outlined on the secured website. Please have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. If you submit your vote via proxy over the internet, you do not have to mail in a proxy card. If you choose to submit your vote via proxy over the internet, you must do so prior to 11:59 p.m., Eastern Time, on September 8, 2021 for shares held directly and by 11:59 p.m., Eastern Time on September 3, 2021 for shares held in the Ferro 401(k) Plan.

• Telephone:    To submit a proxy to vote by telephone, call toll-free 1-800-690-6903 within the USA, US territories & Canada on a touch tone telephone. Please have your proxy card in hand when you

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access the website and follow the instructions in order to submit your vote by proxy by telephone. If you submit your vote via proxy by telephone, you do not have to mail in a proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59 p.m., Eastern Time, on September 8, 2021 for shares held directly and by 11:59 p.m., Eastern Time on September 3, 2021 for shares held in the Ferro 401(k) Plan.

• Mail:    To submit a proxy to vote by mail, complete, sign and date a proxy card and return it promptly to the address indicated on the proxy card in the postage-paid envelope provided.

• Special Meeting:    You may attend the virtual special meeting and vote your shares electronically, rather than by submitting a proxy to vote your shares by mail, over the internet or by telephone.

Whether or not you plan to attend the meeting, we urge you to submit a proxy to vote to ensure your vote is counted. You may still attend the meeting and vote virtually if you have already submitted a proxy. Please choose only one method to cast your vote by proxy. We encourage you to vote by submitting a proxy over the internet or by telephone, both of which are convenient, cost-effective and reliable alternatives to returning a proxy card by mail. If you return your signed proxy card to us or vote by submitting your proxy by telephone or over the internet before the special meeting, and you do not subsequently revoke your proxy, we will vote your shares as you direct in such proxy.

If you return an executed proxy and do not indicate how you wish to vote with regard to a particular proposal, your shares of Ferro common stock will be voted in favor of such proposal.

Q. How do I vote if my shares are held in the name of my broker, bank or other nominee?

A. If your shares are held by your broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a vote instruction form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted. If you are a beneficial owner of shares held by a broker, bank or other nominee and you wish to vote in person at the virtual special meeting, you must bring to the special meeting a proxy from the broker, bank or other nominee that holds your shares authorizing you to vote in person at the virtual special meeting.

Q. If I am a participant in the Ferro 401(k) Plan, how do I vote?

A. If you are a participant in the Ferro 401(k) Plan, you have the right to instruct Great-West Trust Company, LLC, as Trustee, to vote the shares allocated to your Ferro 401(k) Plan account. If you do not give voting instructions or if your voting instructions are not received by the deadline shown on the enclosed voting instruction form, the Ferro 401(k) Plan trustee will vote your and other plan participants’ uninstructed shares in the same proportion in which it has received timely voting instructions from other plan participants for all shares held in the Ferro 401(k) Plan.

Q. Can I change or revoke my proxy after it has been submitted?

A. Yes. You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the record holder of your shares, you may change or revoke your proxy by:

• submitting another proxy over the internet or by telephone prior to 11:59 p.m., Eastern Time, on September 8, 2021 for shares held directly and by 11:59 p.m., Eastern Time on September 3, 2021 for shares held in the Ferro 401(k) Plan;

• timely delivering a written notice that you are revoking your proxy to our Secretary;

• timely delivering a valid, later-dated proxy; or

• attending the special meeting and voting virtually. Simply attending the special meeting will not, by itself, revoke your proxy.

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If you are the beneficial owner of shares held in “street name,” you will have to follow the instructions provided by your broker, bank or other nominee to change or revoke your voting instructions provided to such broker, bank or other nominee.

Q. How many shares of Ferro common stock must be present to constitute a quorum for the meeting?

A. The presence at the special meeting, virtually or by proxy, of a majority of the voting power of shares of Ferro common stock issued and outstanding on the record date and entitled to vote at the special meeting will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. If no quorum is present at the special meeting, the chairperson of the meeting or the shareholders holding a majority in voting power of shares of Ferro common stock, present virtually or by proxy and entitled to vote at the special meeting, may adjourn the special meeting to another place, date or time. Failure of a quorum to be present at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject Ferro to additional expense. As of the close of business on the record date, there were 82,704,290 shares of Ferro common stock outstanding. Accordingly, 41,352,145 shares of Ferro common stock must be present or represented by proxy at the special meeting to constitute a quorum. If you submit a signed proxy card, grant a proxy electronically over the Internet or by telephone, or submit a ballot virtually at the special meeting (regardless of whether you indicate how you wish to vote), your shares of Ferro common stock will be counted for purposes of determining the presence of a quorum.

Q. What if I abstain from voting on any proposal? What if I do not vote?

A. For the merger proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will not count as votes cast for or against the merger proposal, but will still count for the purpose of determining whether a quorum is present. However, the vote to approve the merger proposal is based on the total number of shares of Ferro common stock outstanding on the record date. As a result, if you abstain, or if you fail to vote (or submit voting instructions to your bank, broker or other nominee, in the case of “street name” shares), it will have the same effect as if you vote “AGAINST” the approval of the merger agreement.

For the named executive officer merger-related compensation proposal and the adjournment proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Each of the named executive officer merger-related compensation proposal and the adjournment proposal requires for its approval the affirmative vote of the holders of a majority of the voting power of shares of Ferro common stock present or represented by proxy at the special meeting and entitled to vote on the matter. As a result, abstentions will be counted for purposes of determining whether a quorum is present and, assuming a quorum is present, will have the same effect as a vote against the named executive officer merger-related compensation proposal and the adjournment proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares of Ferro common stock will result in such shares not being counted for purposes of determining the presence of a quorum and will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal.

Shares of Ferro common stock held in the Ferro 401(k) Plan are voted by the Ferro 401(k) Plan trustee in accordance with specific instructions given by plan participants to whose accounts such shares have been allocated. Any shares held in the Ferro 401(k) Plan for which no instructions are received will be voted in the same proportion as those shares for which instructions are received.

Q. Will my shares be voted if I do not sign and return my proxy card or vote by telephone or over the internet or in person at the virtual special meeting?

A. If you are a shareholder of record and you do not attend the special meeting or sign and return your proxy card, vote by submitting your proxy by telephone or vote by submitting your proxy over the internet, your shares will not be voted at the special meeting and will not be counted as present for purposes of determining whether a quorum exists. The failure to return your proxy card or otherwise vote your shares at the special meeting will have no effect on the outcome of the named executive officer merger-related

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compensation proposal or the adjournment proposal. However, the vote to approve the merger proposal is based on the total number of shares of Ferro common stock outstanding as of the close of business on the record date. As a result, if you fail to return your proxy card or otherwise fail to vote your shares, it will have the same effect as a vote “AGAINST” the merger proposal.

Q. What is a broker non-vote? If I hold my shares in “street name,” will my bank, broker or other nominee vote my shares for me on the proposals to be considered at the special meeting?

A. Broker non-votes involve shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or nominee does not have discretionary voting power on such proposal. Under NYSE rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if a beneficial owner of shares of Ferro common stock held in “street name” does not give voting instructions to the broker, bank or other nominee with respect to at least one of the three proposals, then those shares will not be counted as present virtually or by proxy at the special meeting (including for purposes of determining a quorum). Because all three proposals are non-discretionary matters, it is not expected that there will be any broker non-votes at the special meeting; however, it is possible that a broker non-vote could occur with respect to one or more of the proposals to the extent that voting instructions are given to a broker, bank or other nominee with respect to at least one but less than all of the proposals. Because the vote to approve the merger proposal is based on the total number of shares of Ferro common stock outstanding on the record date, if you fail to issue voting instructions to your broker, bank or other nominee or if a broker non-vote occurs with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal. To the extent that you fail to issue voting instructions to your broker, bank or other nominee or a broker non-vote occurs with respect to the named executive officer merger-related compensation proposal or the adjournment proposal, it will have no effect on the outcome of such proposals because such shares are not deemed present and entitled to vote on the matters under Ohio law.

Shares of Ferro common stock held in the Ferro 401(k) Plan are voted by the Ferro 401(k) Plan trustee in accordance with specific instructions given by plan participants to whose accounts such shares have been allocated. Any shares held in the Ferro 401(k) Plan for which no instructions are received will be voted in the same proportion as those shares for which instructions are received.

Q. Will my shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?

A. No. Because any shares you may hold in “street name” will be deemed to be held by a different shareholder than any shares you hold of record, any shares held in “street name” will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q. What does it mean if I get more than one proxy card or voting instruction card?

A. If your shares are registered differently or are held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies over the internet or by telephone) to ensure that all of your shares are voted.

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Q. Am I entitled to exercise dissenters’ rights under the OGCL instead of receiving the per share merger consideration for my shares of Ferro common stock?

A. Yes. Holders of Company common stock are entitled to dissenters’ rights in connection with the merger. For additional information, please see the section of this proxy statement entitled “The Merger—Dissenters’ Rights” beginning on page 65.

Q. How does the merger consideration compare to the market price of Ferro common stock prior to the public announcement of the merger agreement? How does the merger consideration compare to the market price of Ferro common stock as of a recent trading date?

A. The merger consideration of $22.00 per share represents a 25.1% premium over the closing price of $17.58 per share of Ferro common stock on May 10, 2021, the last trading day prior to the public announcement of the proposed merger. On July 22, 2021, the last practicable day before the printing of this proxy statement, the closing price of Ferro common stock on the NYSE was $20.94 per share. You are encouraged to obtain current market quotations for Ferro common stock.

Q. What happens if I sell my shares of Ferro common stock before the completion of the merger?

A. If you transfer your shares of Ferro common stock, you will have transferred your right to receive the merger consideration in the merger or to demand dissenters’ rights in connection with the merger. In order to receive the merger consideration or to exercise dissenters’ rights in connection with the merger, you must hold your shares of Ferro common stock through the effective time of the merger. The record date for shareholders entitled to vote at the special meeting is earlier than the date the merger is anticipated to be consummated. Accordingly, if you sell or transfer your shares of Ferro common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Ferro in writing of such special arrangements, you will transfer the right to receive the merger consideration, if the merger is consummated, to the person to whom you sell or transfer your shares of Ferro common stock, but you will have retained your right to vote these shares at the special meeting. Even if you sell or otherwise transfer your shares of Ferro common stock after the record date, we encourage you to complete, date, sign and return the enclosed proxy card or vote via the Internet or telephone.

Q. What is a proxy?

A. A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Ferro common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Ferro common stock is called a “proxy card.” The Board has designated Mark Duesenberg, Ferro’s Vice President, General Counsel and Secretary, and Benjamin Schlater, Ferro’s Group Vice President and Chief Financial Officer, as proxies for the special meeting.

Q. If a shareholder gives a proxy, how are the shares voted?

A. Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted “FOR” or “AGAINST” or to abstain from voting on all, some or none of the specific items of business to come before the special meeting. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (i) “FOR” the merger proposal; (ii) “FOR” the named executive officer merger-related compensation proposal; and (iii) “FOR” the adjournment proposal.

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Shares of Ferro common stock held in the Ferro 401(k) Plan are voted by the Ferro 401(k) Plan trustee in accordance with specific instructions given by plan participants to whose accounts such shares have been allocated. Any shares held in the Ferro 401(k) Plan for which no instructions are received will be voted in the same proportion as those shares for which instructions are received.

Q. Who will count the votes obtained at the special meeting?

A. The votes will be counted by the inspector of election appointed for the special meeting.

Q. What will the holders of Ferro options, Ferro RSUs and Share Units, and Ferro PSUs receive in the merger?

A. Pursuant to the merger agreement, as of the effective time, each option to purchase shares of Ferro common stock will be cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to (i) the total number of shares of Ferro common stock subject to such option, multiplied by (ii) the excess, if any, of the merger consideration over the applicable exercise price per share of such option.

In addition, pursuant to the merger agreement, as of the effective time, each outstanding Ferro RSU and Share Unit, will be cancelled and converted into the right to receive cash payment (without interest) equal to (i) the total number of shares subject to such RSU or Share Unit, multiplied by (ii) the merger consideration, less any applicable withholding taxes.

In addition, pursuant to the merger agreement, as of the effective time, each outstanding PSU will be cancelled and converted into the right to receive a cash payment equal to (i) the number of shares subject to such PSU, calculated based on the greater of (A) actual performance against goals as set forth in the terms of such PSU, and (B) the target level performance over the entire performance period, multiplied by (ii) the merger consideration, less any applicable withholding taxes required to be withheld by applicable law. For purposes of measuring actual performance with respect to the PSUs, (i) any performance measures related to total shareholder return shall be calculated by, first, determining the volume weighted average closing trading price of Ferro’s (or relevant peer group’s) common stock over the thirty trading days commencing on the first trading day occurring after the date of public announcement of the merger agreement, and then, second, using such average prices as the “ending prices” for purposes of calculating relative total shareholder return (with the resulting relative total shareholder return calculations as of the last day of such thirty trading day period being substituted as the total shareholder return criteria for such PSU) and (ii) any performance measures related to goals other than total shareholder return shall be calculated based on the actual performance results through the date of the merger extrapolated through the duration of the relevant performance periods.

Q. What is householding and how does it affect me?

A. The SEC’s proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing an address by delivering a single proxy statement to those shareholders, unless contrary instructions have been received. This procedure reduces the amount of duplicate information that shareholders receive and lowers printing and mailing costs for companies. Certain brokerage firms may have instituted householding for beneficial owners of common stock held through brokerage firms. If your family has multiple accounts holding common stock, you may have already received a householding notification from your broker. You may decide at any time to revoke your decision to household, and thereby receive multiple copies of proxy materials. If you wish to opt out of this procedure and receive a separate set of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one, you should contact your broker, trustee or other nominee or Ferro at the address and telephone number below. A separate copy of these proxy materials will be promptly delivered to any shareholder upon written request to: Secretary, Ferro Corporation, 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124.

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Q. When will Ferro announce the voting results of the special meeting, and where can I find the voting results?

A. Ferro intends to announce the preliminary voting results at the special meeting, and will report the final voting results of the special meeting in a Current Report on Form 8-K filed with the SEC within four business days after the special meeting. All reports that Ferro files with the SEC are publicly available when filed.

Q: Who can help answer my other questions?

A: If you have questions about the merger, require assistance in submitting your proxy or voting your shares, or need additional copies of this proxy statement or the enclosed proxy card, please contact Innisfree, which is acting as the proxy solicitation agent for Ferro in connection with the merger, or us.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 800-5186

Banks and Brokers may call collect: (212) 750-5833

or

Ferro Corporation

6060 Parkland Boulevard, Suite 250

Mayfield Heights, Ohio 44124

Attention: Investor Relations

Telephone: (216) 875-5400

www.ferro.com

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The proxy statement and the attached annexes contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to the expected timing, completion and effects of the proposed merger, as well as other statements representing management’s beliefs about, future events, transactions, strategies, operations and financial results, including, without limitation, our expectations with respect to the costs and other anticipated financial impacts of the merger; future financial and operating results of Ferro; Ferro’s plans, objectives, expectations and intentions with respect to future operations and services; required approvals to complete the merger by our shareholders and by governmental regulatory authorities, and the timing and conditions for such approvals; the stock price of Ferro prior to the consummation of the merger; and the satisfaction of the closing conditions to the proposed merger. Such forward-looking statements often contain words such as “assume,” “will,” “anticipate,” “believe,” “predict,” “project,” “potential,” “contemplate,” “plan,” “forecast,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should,” “would,” “could,” “goal,” “seek,” “hope,” “aim,” “continue” and other similar words or expressions or the negative thereof or other variations thereon. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those expressed or implied in any such statements. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at www.ferro.com under “Investors.” You are urged to carefully consider all such factors. Although it is believed that the expectations reflected in such forward-looking statements are reasonable and are expressed in good faith, such expectations may not prove to be correct and persons reading this proxy statement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only to expectations as of the date of this proxy statement. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this proxy statement, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this proxy statement, such statements or disclosures will be deemed to modify or supersede such statements in this proxy statement.

There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those suggested by our forward-looking statements. These risks and uncertainties include (1) with respect to the merger, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including in circumstances in which we would be required to pay a termination fee of $55.12 million; the inability to complete the proposed merger due to the failure to obtain shareholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transactions contemplated by the merger agreement; risks related to disruption of management’s attention from Ferro’s ongoing business operations due to the transactions contemplated by the merger agreement; the effect of the announcement of the proposed merger on Ferro’s relationships with its customers, employees, operating results and business generally; the risk that the proposed merger will not be consummated in a timely manner; risks that the proposed merger disrupts our current plans and operations or affects our ability to retain or recruit key employees; the risk that our stock price may decline significantly if the merger is not consummated; the fact that under the terms of the merger agreement, we are unable to solicit other Company Acquisition Proposals during the pendency of the merger; the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the merger and instituted against

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us and others; the fact that receipt of the all-cash merger consideration would be taxable to our shareholders that are treated as U.S. holders for United States federal income tax purposes; the fact that our shareholders would forgo the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent public company; and (2) with respect to our business, economic conditions adversely affecting our business or results of operations; risks associated with currency conversion rates and economic, social, political, and regulatory conditions in the U.S. and around the world; inability to successfully implement and/or administer its optimization initiatives, including its investment and restructuring programs, and to produce the desired results; demand in the industries into which Ferro sells its products may be unpredictable, cyclical, or heavily influenced by consumer spending; competitive factors, including intense price competition; the availability of reliable sources of energy and raw materials at a reasonable cost; Ferro’s ability to successfully introduce new products and services or enter into new growth markets; the impact of damage to, or the interruption, failure or compromise of the Company’s information systems due to events including but not limited to aging information systems infrastructure, computer viruses and cyber security breaches adversely impacting our business and operations; strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; challenges associated with a multi-national company such as Ferro competing lawfully with local competitors in certain regions of the world; Ferro’s ability to successfully introduce new products and services or enter into new growth markets; Ferro’s ability to identify suitable acquisition candidates, complete acquisitions, effectively integrate the acquired businesses and achieve the expected synergies, as well as the acquisitions being accretive and Ferro achieving the expected returns on invested capital; increasingly aggressive domestic and foreign governmental regulation of hazardous and other materials and regulations affecting health, safety and the environment; limited or no redundancy for certain of the Company’s manufacturing facilities and possible interruption of operations at those facilities; risks associated with the manufacture and sale of material into industries making products for sensitive applications; stringent labor and employment laws and relationships with the Company’s employees; Ferro’s multi-jurisdictional tax structure and its ability to reduce its effective tax rate, including the impact of the Company’s performance on its ability to utilize significant deferred tax assets; Ferro’s ability to protect its intellectual property, including trade secrets, or to successfully resolve claims of infringement brought against it; restrictive covenants in the Company’s credit facilities could affect its strategic initiatives and liquidity; implementation of business processes and information systems, including the outsourcing of functions to third parties; the impact of requirements to fund employee benefit costs, especially post-retirement costs reducing our profitability; changes in U.S. and other governments’ trade policies; factors affecting the Company’s business that are beyond its control, including disasters, pandemics (such as COVID-19), accidents and governmental actions and other risks and uncertainties set forth in Ferro’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 and the subsequent quarterly report on Form 10-Q for the quarter ended March 31, 2021 and current reports on Form 8-K under Item 1A “Risk Factors”.

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THE PARTIES TO THE MERGER

Ferro

Ferro Corporation

6060 Parkland Boulevard, Suite 250

Mayfield Heights, Ohio 44124

(216) 875-5400

Ferro Corporation is a leading global supplier of technology-based functional coatings and color solutions. Ferro supplies functional coatings for glass, metal, ceramic and other substrates and color solutions in the form of specialty pigments and colorants for a broad range of industries and applications. Ferro products are sold into the building and construction, automotive, electronics, industrial products, household furnishings and appliance markets. The Company’s reportable segments include: Functional Coatings and Color Solutions. Headquartered in Mayfield Heights, Ohio, the Company has approximately 3,700 associates globally and reported 2020 sales of $959 million.

Our common stock is traded on the NYSE the ticker symbol FOE. Our headquarters are located at 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124 and our telephone number is (216) 875-5400. Our corporate web address is www.ferro.com.

For additional information about Ferro included in documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information” on page 103.

Prince

PMHC II Inc.

15311 Vantage Parkway West, Suite 350

Houston, TX 77032

(832) 241-2169

Headquartered in Houston, Texas, Prince specializes in developing, manufacturing and marketing performance-critical specialty products, many custom developed, for niche applications in the construction, electronics, consumer products, agriculture, automotive, oil & gas, industrial and other end markets. Prince employs approximately 1,200 employees across its 21 facilities located on 6 continents. Prince is a portfolio company of AS.

Prince is a Delaware corporation with principal executive offices located at 15311 Vantage Parkway West, Suite 350, Houston, TX 77032, telephone number (832) 241-2169.

For additional information, visit www.princecorp.com. The information provided on the Prince website is not part of this proxy statement and is not incorporated in this proxy statement by reference hereby or by any other reference to Prince’s website provided in this proxy statement.

Merger Sub

PMHC Merger Sub, Inc.

15311 Vantage Parkway West, Suite 350

Houston, TX 77032

(832) 241-2169

Merger Sub is a Delaware corporation and a direct or indirect wholly owned subsidiary of Prince, with principal executive offices located at 15311 Vantage Parkway West, Suite 350, Houston, TX 77032, telephone number (832) 241-2169. It was formed for the purpose of engaging in the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will merge with and into Ferro, with Merger Sub ceasing to exist and Ferro surviving as a direct or indirect wholly owned subsidiary of Prince. All of the outstanding shares of capital stock of Merger Sub is, and as of the effective time of the merger will be, owned directly or indirectly by Prince.

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THE SPECIAL MEETING

This proxy statement is being provided to Ferro shareholders as part of a solicitation by the Board of proxies for use at the special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the special meeting.

Date, Time and Place

The special meeting of Ferro shareholders (the “special meeting”) is scheduled to be held virtually on September 9, 2021 at 9:00 a.m., Eastern Time. Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of our shareholders and others, the special meeting will be a virtual meeting of shareholders. You will be able to attend the special meeting and vote your shares electronically by visiting www.virtualshareholdermeeting.com/FOE2021SM. You must have your sixteen-digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive your proxy materials by mail. You will not be able to attend the meeting in person.

Purpose of the Special Meeting

At the special meeting, Ferro shareholders will be asked to consider and vote on the following proposals:

• the merger proposal, which is further described in the sections entitled “The Merger,” “The Merger Agreement” and “Merger Proposal (Proposal 1)” beginning on pages 34, 69, and 93 respectively;

• the named executive officer merger-related compensation proposal, which approval shall be on a on a non-binding, advisory basis, as further discussed under “The Merger—Interests of Ferro’s Executive Officers and Directors in the Merger” and “Advisory Vote on Named Executive Officer Merger-Related Compensation Proposal (Proposal 2)” beginning on pages 55 and 94, respectively; and

• the adjournment proposal, as further described under “Adjournment Proposal (Proposal 3)” beginning on page 95.

Ferro shareholders must approve the merger proposal as a condition to the completion of the merger. If Ferro shareholders fail to approve the merger proposal, the merger will not occur. The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote to approve the merger proposal. Accordingly, a shareholder may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote on the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on Ferro, Prince, Merger Sub or the surviving corporation. Accordingly, because Ferro is contractually obligated to pay such merger-related compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger proposal is approved and the closing occurs, regardless of the outcome of the advisory vote.

Recommendation of the Ferro Board of Directors

The Board has determined that it is advisable and in the best interests of Ferro and its shareholders that Ferro enter into the merger agreement and has approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby. A description of factors considered by the Board in reaching its decision to approve and declare advisable the merger agreement can be found in “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 41.

The Board unanimously recommends that Ferro shareholders vote “FOR” the merger proposal, “FOR” the named executive officer merger-related compensation proposal and “FOR” the adjournment proposal.

The merger proposal must be approved as a condition for the merger to occur. If Ferro shareholders fail to approve the merger proposal by the requisite vote, the merger will not occur.

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Record Date; Shareholders Entitled to Vote

Only holders of Ferro common stock at the close of business on July 15, 2021, the record date for the special meeting (the “record date”), will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. A list of shareholders entitled to vote at the special meeting will be available at the virtual meeting website during the special meeting. At the close of business on the record date, 82,704,290 shares of Ferro common stock were issued and outstanding.

Holders of Ferro common stock are entitled to one vote for each share of Ferro common stock they own at the close of business on the record date.

Quorum

The presence at the special meeting, virtually or by proxy, of the holders of a majority of the voting power of shares of Ferro common stock issued and outstanding at the close of business on the record date and entitled to vote at the meeting will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. If no quorum is present at the special meeting, the chairperson of the meeting or the shareholders holding a majority in voting power of shares of Ferro common stock, present virtually or by proxy and entitled to vote at the special meeting, may adjourn the special meeting to another place, date or time. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject Ferro to additional expense.

If you submit a properly executed proxy card or submit your proxy over the internet or by telephone, even if you abstain from voting, your shares will be counted as present for purposes of determining whether a quorum exists at the special meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker, the Ferro 401(k) Plan trustee, or other nominee on how to vote your shares of Ferro common stock will result in such shares not being counted for purposes of determining the presence of a quorum.

Required Vote

The approval of the merger proposal requires the affirmative vote of the holders of two-thirds of the voting power of shares of Ferro common stock issued and outstanding at the close of business on the record date and entitled to vote thereon.

Approval of each of the named executive officer merger-related compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the voting power of shares of Ferro common stock present or represented by proxy at the special meeting and entitled to vote on the matter.

Abstentions

An abstention occurs when a shareholder attends a meeting, either virtually or by proxy, but abstains from voting by marking “ABSTAIN” on such holder’s ballot or proxy.

Abstentions will not count as votes cast for or against the merger proposal, but will still count for the purpose of determining whether a quorum is present. However, the vote to approve the merger proposal is based on the total number of shares of Ferro common stock outstanding on the record date. As a result, if you abstain, it will have the same effect as if you vote “AGAINST” the approval of the merger agreement.

Each of the named executive officer merger-related compensation proposal and the adjournment proposal requires for its approval the affirmative vote of the holders of a majority of the voting power of shares of Ferro common stock present or represented by proxy at the special meeting and entitled to vote on the matter. As a result, abstentions will be counted for purposes of determining whether a quorum is present and, assuming a quorum is present, will have the same effect as a vote “AGAINST” the named executive officer merger-related compensation proposal and the adjournment proposal.

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If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted “FOR” (i) approval of the merger proposal, (ii) approval of the named executive officer merger-related compensation proposal and (iii) approval of the adjournment proposal. Please note that any shares held in the Ferro 401(k) Plan for which no instructions are received will be voted in the same proportion as those shares for which instructions are received.

Failure to Vote and Broker Non-Votes

The proposal to adopt the merger agreement requires the affirmative vote of the holders of two-thirds of the outstanding shares of Ferro common stock entitled to vote on such matter. Therefore, the failure to vote or the abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares having voting power present at the virtual meeting or represented by proxy at the special meeting. Consequently, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

The proposal to adjourn the special meeting from time to time if necessary or appropriate requires the affirmative vote of a majority of the shares having voting power present at the virtual meeting or represented by proxy at the special meeting. Consequently, the abstention from voting will have the same effect as a vote “AGAINST” the proposal. In addition, even if a quorum is not present at the special meeting, the affirmative vote of a majority of the shares having voting power present at the virtual meeting or represented by proxy at the special meeting may adjourn the meeting to another place, date or time. In each case, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

Under applicable stock exchange rules, all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the special meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal, but has discretionary voting power on other proposals at such meeting. Accordingly, if your shares are held in “street name,” your bank, broker, trust or other nominee will NOT be able to vote your shares of Ferro common stock on any of the proposals, and your shares will not be counted as present in determining the presence of a quorum, unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the proposal to adopt the merger agreement requires the affirmative vote of a majority of the outstanding shares of Ferro common stock, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Because the approval of each of (i) the non-binding compensation advisory proposal and (ii) the proposal to adjourn the special meeting from time to time if necessary or appropriate requires the affirmative vote of a majority of the shares having voting power present at the virtual meeting or represented by proxy at the special meeting, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of each such proposal.

Shares of Ferro common stock held in the Ferro 401(k) Plan are voted by the Ferro 401(k) Plan trustee in accordance with specific instructions given by plan participants to whose accounts such shares have been allocated. Any shares held in the Ferro 401(k) Plan for which no instructions are received will be voted in the same proportion as those shares for which instructions are received.

Voting by Ferro’s Directors and Executive Officers

At the close of business on the record date, directors and executive officers of Ferro and their affiliates were entitled to vote 1,245,923 shares of Ferro common stock, or approximately 1.5% of the shares of Ferro common stock issued and outstanding on that date. Ferro’s directors and executive officers have informed us that they

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intend to vote their shares in favor of the merger proposal and the other proposals to be considered at the special meeting, although none of Ferro’s directors and executive officers is obligated to do so.

Attendance and Voting at the Special Meeting

If your shares are registered directly in your name with our transfer agent (Computershare Investor Services, LLC), you are considered a “shareholder of record.” If you are a shareholder of record, there are four methods by which you may vote your shares or have your shares voted at the special meeting. You may attend the special meeting and vote your shares in person at the virtual special meeting, or you may cause your shares to be voted by authorizing the persons named as proxies on the proxy card to vote your shares at the special meeting by returning the executed proxy card by mail or by voting through the internet or by telephone. If you choose to submit a proxy to vote your shares over the internet or by telephone, there is no need for you to mail back your proxy card. Although Ferro offers four different voting methods, Ferro encourages you to submit a proxy to vote either over the internet or by telephone to ensure that your shares are represented and voted at the special meeting.

• To Vote at the Special Meeting:    You may vote electronically at the special meeting by visiting www.virtualshareholdermeeting.com/FOE2021SM. You must have your sixteen-digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive your proxy materials by mail.

• To Submit a Proxy to Vote Over the Internet:    To submit a proxy to vote over the internet, go to www.proxyvote.com and follow the steps outlined on the secured website. Please have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. If you submit your proxy to vote over the internet, you do not have to mail in a proxy card. If you choose to submit your vote via proxy over the internet, you must do so prior to 11:59 p.m., Eastern Time, on September 8, 2021 for shares held directly and by 11:59 p.m., Eastern Time on September 3, 2021 for shares held in the Ferro 401(k) Plan.

• To Submit a Proxy by Telephone:    To submit a proxy to vote by telephone, call toll-free 1-800-690-6903 within the USA, US territories and Canada on a touchtone phone. Please have your proxy card in hand when you access the website and follow the instructions in order to submit your vote by proxy by telephone. If you submit your proxy to vote by telephone, you do not have to mail in a proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59 p.m., Eastern Time, on September 8, 2021 for shares held directly and by 11:59 p.m., Eastern Time on September 3, 2021 for shares held in the Ferro 401(k) Plan.

• To Submit a Proxy by Mail:    To submit a proxy to vote by mail, complete, sign and date the proxy card and return it promptly to the address indicated on the proxy card in the postage-paid enveloped provided. If you sign and return your proxy card without indicating how you want your shares of Ferro common stock to be voted with regard to a particular proposal, your shares of Ferro common stock will be voted in favor of such proposal. If you return your proxy card without a signature, your shares will not be counted as present at the special meeting and cannot be voted. If you submit a proxy by mail, you must return the proxy with sufficient time to be received by the time of the special meeting.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, the Ferro 401(k) Plan, or other similar organization, then you are the “beneficial owner” of shares held in “street name.” The organization holding your account is considered the shareholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Notice of electronic availability of proxy materials, including voting instructions, should be forwarded to you by that organization. If you request printed copies of these proxy materials by mail, you will receive a voting instruction form.

Shareholders who are entitled to vote at the Special Meeting may attend the Special Meeting. To attend and participate in the meeting, you must have your 16-Digit Control Number that is shown on your proxy card or the

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instructions that accompanied your proxy materials. You may attend and access the special meeting by visiting www.virtualshareholdermeeting.com/FOE2021SM. You will be able to submit questions during the meeting by typing in your question into the “ask a question” box on the meeting page. Should you require technical assistance, support will be available by dialing 1-800-449-0991 (U.S.) or 1-720-378-5962 (International) during the meeting; these telephone numbers will also be displayed on the meeting webpage.

Revocation of Proxies

You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the record holder of your shares, you may revoke your proxy by:

• submitting another proxy over the internet or by telephone prior to 11:59 p.m., Eastern Time, on September 8, 2021 for shares held directly and by 11:59 p.m., Eastern Time on September 3, 2021 for shares held in the Ferro 401(k) Plan;

• timely delivering a written notice that you are revoking your proxy to our Secretary at Ferro Group Holdings, Inc., 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124, Attn: Corporate Secretary;

• timely delivering a valid, later-dated proxy; or

• attending the special meeting and voting in person during the virtual meeting.

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Ferro or by sending a written notice of revocation to Ferro, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Ferro before the special meeting. Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the special meeting and, in the case of Internet or telephonic voting instructions, must be received before 11:59 p.m. Eastern Time on September 8, 2021 for shares held directly and by 11:59 p.m., Eastern Time on September 3, 2021 for shares held in the Ferro 401(k) Plan.

If you are the beneficial owner of shares held in “street name,” you should contact your broker, bank or other nominee with questions about how to change or revoke your voting instructions.

Solicitation of Proxies

The Board is soliciting your proxy, and Ferro will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and related services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks, the Ferro 401(k) Plan trustee and other nominees to the beneficial owners of shares of Ferro common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Innisfree or, without additional compensation, by certain of Ferro’s directors, officers and employees.

Adjournments and Postponements

In addition to the merger proposal and the named executive officer merger-related compensation proposal, Ferro shareholders are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting for the purpose of soliciting additional votes in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Ferro shareholders. If no quorum is present at the special meeting, the chairperson of the meeting or the shareholders holding a majority in voting power of the shares of Ferro common stock, present in person at the virtual meeting or by proxy and

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entitled to vote at the special meeting, may adjourn the special meeting to another place, date or time. If a quorum is present, then the holders of a majority of the voting power of shares of Ferro common stock present and entitled to vote on the adjournment proposal will be required to approve the adjournment proposal. The chairman of the meeting also has the power to adjourn the special meeting at any time, whether or not there is a quorum present. In addition, the special meeting could be postponed before it commences. If the special meeting is adjourned or postponed for the purpose of soliciting additional votes, shareholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you return a signed proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal. In addition, the Board could postpone the special meeting before it commences. If the special meeting is adjourned or postponed to solicit additional proxies, shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

The Board unanimously recommends a vote “FOR” the adjournment proposal, if necessary or appropriate, to solicit additional proxies.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on September 9, 2021

The proxy statement is available at http://www.proxyvote.com.

Questions

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Innisfree, our proxy solicitor, or Ferro:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders Call Toll-Free: 877-825-8971

Brokers Call Collect: 212-750-5833

or

Ferro Corporation

6060 Parkland Boulevard, Suite 250

Mayfield Heights, Ohio 44124

Attention: Investor Relations

Telephone: (216) 875-5400

www.ferro.com

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THE MERGER

The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and hereby incorporated by reference into this proxy statement.

Structure of the Merger

Subject to the terms and conditions of the merger agreement and in accordance with the OGCL, at the effective time, Merger Sub will merge with and into Ferro, with Ferro continuing as the surviving corporation in the merger and as a direct or indirect wholly owned subsidiary of Prince.

Merger Consideration—What Shareholders Will Receive in the Merger

Upon the terms and subject to the conditions of the merger agreement, at the effective time, each outstanding share of Ferro common stock (other than any shares that may be held by Ferro as treasury stock or held directly by Prince or any subsidiary of Prince (including Merger Sub), and other than any shares owned by any shareholder who has properly exercised and perfected such holder’s demand for dissenters’ rights under Sections 1701.84 and 1701.85 of the OGCL and not effectively withdrawn or lost such holder’s dissenters’ rights), will be automatically converted into the right to receive $22.00 in cash, without interest and less any applicable withholding taxes. After the merger is completed, holders of Ferro common stock will have only the right to receive a cash payment in respect of their shares of Ferro common stock, and will no longer have any rights as holders of Ferro common stock, including voting or other rights. Shares of Ferro common stock held by us or by Prince, Merger Sub or any of Ferro’s or Prince’s other direct or indirect wholly owned subsidiaries will be cancelled at the effective time.

Treatment of Ferro Equity Awards

The merger agreement provides that outstanding equity-based awards issued under Ferro’s equity incentive plans will be treated as set forth below:

Options. Each outstanding and unexercised option to purchase shares (an “Option”) will be cancelled and converted into the right to receive a cash payment (without interest) equal to (i) the total number of shares subject to such Option multiplied by (ii) the excess, if any, of the merger consideration over the exercise price per share under such Option, less any applicable withholding taxes required to be withheld by applicable law.

Restricted Stock Units (“RSUs”) and Share Units. Each outstanding RSU and Share Unit will be cancelled and converted into the right to receive a cash payment (without interest) equal to (i) the total number of shares subject to such RSU or Share Unit, multiplied by (ii) the merger consideration, less any applicable withholding taxes required to be withheld by applicable law.

Performance Share Units (“PSUs”). Each outstanding PSU will be cancelled and converted into the right to receive a cash payment equal to (i) the number of shares subject to such PSU, calculated based on the greater of (A) actual performance against goals as set forth in the terms of such PSU, and (B) the target level performance over the entire performance period, multiplied by (ii) the merger consideration, less any applicable withholding taxes required to be withheld by applicable law. For purposes of measuring actual performance with respect to the PSUs, (i) any performance measures related to total shareholder return shall be calculated by, first, determining the volume weighted average closing trading price of Ferro’s (or relevant peer group’s) common stock over the thirty trading days commencing on the first trading day occurring after the date of public announcement of the merger agreement, and then, second, using such average prices as the “ending prices” for purposes of calculating relative total shareholder return (with the resulting relative total shareholder return calculations as of the last day of such thirty trading day period being substituted as the total shareholder return

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criteria for such PSU) and (ii) any performance measures related to goals other than total shareholder return shall be calculated based on the actual performance results through the date of the merger extrapolated through the duration of the relevant performance periods.

Effects on Ferro if the Merger Is Not Completed

If the merger proposal is not approved by Ferro shareholders or if the merger is not completed for any other reason, Ferro shareholders will not receive any payment for their shares in connection with the merger. Instead, Ferro will remain an independent public company and shares of Ferro common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, Ferro expects that management will operate Ferro’s business in a manner similar to that in which it is being operated today and that Ferro shareholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly competitive industry in which Ferro operates and adverse economic conditions. Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of Ferro’s common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Ferro’s common stock would return to the price at which it trades as of the date of this proxy statement. Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Ferro’s common stock.

Further, if the merger agreement is terminated under certain specified circumstances, Ferro may be required to pay Prince a termination fee of $55.12 million or Prince may be required to pay Ferro a termination fee of $50 million or $93.43 million. See “The Merger Agreement—Termination Fees” beginning on page 90 for a discussion of the circumstances under which such fee may be payable.

Background of the Merger

The Board and Ferro’s senior management regularly review and assess Ferro’s operations and financial performance, industry conditions and related developments as they may impact Ferro’s long-term strategic plans and objectives. As part of this ongoing evaluation, the Board, together with Ferro’s senior management team, has considered various potential strategic opportunities to enhance stockholder value over the past several years, which have from time to time included evaluations of potential acquisition targets, potential divestitures, potential business combination transactions and other potential financial and strategic alternatives.

In furtherance of its consideration of these types of potential strategic alternatives, the Board and Ferro’s senior management have discussed a number of such alternatives with representatives of Lazard from time to time. Ferro has periodically consulted with Lazard over the years, including during periods between any formal engagements, for a number of reasons that include Lazard’s experience and expertise as a financial advisor in a wide variety of transactions and its familiarity with Ferro’s business, including based on Lazard’s work as Ferro’s financial advisor in connection with Ferro’s sale of its tile coatings business to Pigments Spain, S.L., announced on December 15, 2019 (the “tile coatings business divestiture”). In connection with the process that led to the proposed merger, Ferro discussed such matters with representatives of Lazard throughout the course of the events of 2020 and 2021 as described below, and Ferro formally entered into an engagement letter with Lazard as its financial advisor in connection with the proposed transaction effective as of May 8, 2021. Ferro has also worked with Simpson Thacher & Bartlett LLP (“Simpson Thacher”) over the years, including engaging Simpson Thacher as Ferro’s outside counsel in connection with the evaluation of previous potential financial and strategic alternatives. Ferro discussed various matters and the process that led to the proposed merger with representatives of Simpson Thacher throughout the course of the events of 2020 and 2021 as described below.

From time to time over the past several years, including both before and after the announcement of the tile coatings business divestiture, members of Ferro’s senior management have had discussions regarding Ferro’s

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business with representatives of other industry participants, including Prince and companies referred to herein as Party A and Party B, and representatives of certain financial sponsors referred to herein as Party C and Party K , regarding potential transactions with Ferro. None of these discussions developed beyond a preliminary stage.

On December 30, 2020, AS sent a non-binding indication of interest to Ferro, proposing a potential acquisition of Ferro for $19 to $20 per share in cash and a potential strategic business combination of Ferro with Prince, a portfolio company of AS and ASP Chromaflo Holdings LP (“Chromaflo”), a second portfolio company of AS that is also an industry participant. We refer to this proposal herein as the Initial Prince Proposal.

On January 14, 2021, the Board held a telephonic meeting with representatives of Ferro management and Simpson Thacher in attendance. At the meeting, the Board discussed the Initial Prince Proposal and representatives of Simpson Thacher provided legal advice related to the Initial Prince Proposal and reviewed for the directors their fiduciary duties under applicable law. The Board noted that Ferro was in the process of completing the tile coatings business divestiture, which would complete the multi-year transition of Ferro’s portfolio and further reposition Ferro towards relatively higher-growth products and end markets, improve the Company’s financial profile and provide additional balance sheet flexibility. The Board instructed management to work with Lazard and Simpson Thacher to prepare additional information to be presented to the Board at a subsequent meeting in connection with the Board’s further evaluation of the Initial Prince Proposal and potential responses to such proposal. The Board instructed Peter Thomas, the chief executive officer of Ferro, to communicate to AS that the Board was evaluating the Initial Prince Proposal.

On January 15, 2021, a representative of Lazard, at the request of Mr. Thomas, contacted AS to convey that the Board was evaluating the Initial Prince Proposal.

On February 18, 2021, the Board held a telephonic meeting with representatives of Ferro management, Lazard and Simpson Thacher in attendance. At the meeting, representatives of Lazard discussed with the Board Lazard’s views of potential strategic alternatives for Ferro. In this regard, representatives of Lazard presented Lazard’s views regarding certain parties that Lazard considered to be the most likely to have an interest in a potential transaction with Ferro, and reviewed with the Board the profiles of certain of such parties that Lazard considered to be most likely to be willing and able to engage in discussions regarding a potential transaction at this time. Representatives of Ferro management discussed with the Board certain financial projections, pro forma for the completion of the tile coatings business divestiture. Representatives of Simpson Thacher reviewed for the directors their fiduciary duties under applicable law. The Board instructed Lazard to contact a number of the potential acquirers identified by Lazard to discern such parties’ willingness and ability to engage in discussions with Ferro regarding a potential transaction and to develop an efficient process and timetable to explore such interest.

On February 25, 2021, Ferro announced the completion of the tile coatings business divestiture.

On or around March 4, 2021, representatives of Lazard, at the instruction of the Board, contacted representatives of seven strategic parties, Party A, Party D, Party E, Party F, Party G, Party H and Party I, as well as one financial sponsor that had previously expressed an interest in an acquisition of Ferro, Party C, and sent a draft confidentiality and standstill agreement to AS.

On March 8, 2021, AS entered into a confidentiality and standstill agreement, which included standstill provisions that fell away upon the announcement of the proposed merger, with Ferro.

On March 10, 2021, Party C entered into a confidentiality and standstill agreement, which included standstill provisions that fell away upon the announcement of the proposed merger, with Ferro.

On March 11, 2021, at the instruction of Ferro management, representatives of Lazard sent a process letter to AS and Party C, requesting initial written non-binding indications of interest regarding a potential acquisition of Ferro by March 26, 2021.

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On March 15, 2021, Party A entered into a confidentiality and standstill agreement, which included standstill provisions that fell away upon the announcement of the proposed merger, with Ferro, and Lazard sent a process letter to Party A, requesting an initial written non-binding indication of interest regarding a potential acquisition of Ferro by March 26, 2021.

On March 17, 2021, representatives of Party J, a financial sponsor, contacted Lazard to inquire about a potential transaction with Ferro. At the direction of Ferro management, representatives of Lazard requested that Party J submit an initial written non-binding indication of interest.

On March 18, 2021, representatives of Party J and representatives of Lazard further discussed the potential transaction and Lazard requested Party J provide an initial written non-binding indication of interest regarding a potential acquisition of Ferro. Party J subsequently informed Lazard that Party J declined to submit a written indication of interest.

On March 22, 2021, representatives of AS and Prince participated in a due diligence call with representatives of Ferro. Over the coming weeks, representatives of AS and Prince, and Prince’s outside advisors and counsel, participated in a number of due diligence calls with representatives of Ferro in connection with their evaluation of a potential transaction between Prince and Ferro, and Ferro made available certain non-public information to such parties in a virtual data room.

On March 22, 2021, Mr. Thomas participated in a telephonic discussion with the chief executive officer of Party A, with respect to Party A’s interest in a potential transaction with Ferro.

On March 24, 2021, Party E entered into a confidentiality and standstill agreement, which included standstill provisions that fell away upon the announcement of the proposed merger, with Ferro, and Lazard sent a process letter to Party E, requesting an initial written non-binding indication of interest regarding a potential acquisition of Ferro by March 26, 2021.

On or around March 26, 2021, Party A informed Lazard that it declined to submit an indication of interest, citing limited direct business overlap with Ferro, Party C informed Lazard that it declined to submit an indication of interest, citing insufficient capacity to conduct due diligence of a potential acquisition of Ferro due to the timing of a conflicting potential transaction, and Party E informed Lazard that it declined to submit an indication of interest, citing a strategic focus on different markets. Each of Party D, Party F, Party G, Party H and Party I informed Lazard that it declined to enter into a confidentiality agreement or participate further in the process, citing a lack of strategic fit of a potential transaction with Ferro at this time.

Also on March 26, 2021, AS submitted a revised non-binding indication of interest to Lazard, proposing a potential acquisition of Ferro for $21 to $22 per share in cash and a potential strategic business combination of Ferro with Prince and Chromaflo, which we refer to herein as the March 26 Prince Proposal. The transaction proposed by AS would involve the strategic combination of three industry participants, Prince, Ferro and Chromaflo, which AS noted was a factor in determining the per share purchase price offered by AS. Lazard promptly shared the March 26 Prince Proposal with Ferro.

On March 29, 2021, the Board held a telephonic meeting with representatives of Ferro management, Lazard and Simpson Thacher in attendance. At the meeting, representatives of Lazard discussed with the Board the recent communications with, and levels of interest expressed by, AS and the other nine parties with whom Lazard had engaged over the previous weeks, noting that only AS had submitted an indication of interest by the deadline contemplated in the process letter that had been submitted to AS, Party A, Party C and Party E. Representatives of Lazard discussed with the Board Lazard’s preliminary financial analyses with respect to the March 26 Prince Proposal, potential strategic alternatives for Ferro, and Lazard’s views regarding certain financial sponsors that Lazard considered to be likely to have an interest in a potential transaction with Ferro. Representatives of Ferro management reviewed with the Board the most recent financial projections prepared by Ferro management.

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Representatives of Simpson Thacher reviewed for the directors their fiduciary duties under applicable law. The Board instructed Lazard to contact certain of the financial sponsors identified by Lazard in order to discern such parties’ willingness and ability to engage in discussions with Ferro regarding a potential transaction.

On March 30, 2021, at the direction of the Board, representatives of Lazard sent to Prince and AS the final round process letter.

Between March 31, 2021 and April 3, 2021, at the direction of the Board, representatives of Lazard contacted four financial sponsors, Party K, Party L, Party M and Party N, with respect to a potential transaction with Ferro. Party M and Party N informed Lazard that they declined to enter into a confidentiality agreement or participate further in the process at this time.

On April 6, 2021, members of Ferro senior management conducted a management presentation for representatives of Prince and AS regarding Ferro’s business.

On April 7, 2021, Party K executed a confidentiality and standstill agreement, which included standstill provisions that fell away upon the announcement of the proposed merger, with Ferro. At the direction of the Board, representatives of Lazard sent to Party K a process letter requesting an initial written non-binding indication of interest regarding a potential acquisition of Ferro by April 15, 2021.

On April 8, 2021, Party L executed a confidentiality and standstill agreement, which included standstill provisions that fell away upon the announcement of the proposed merger, with Ferro, and Lazard sent to Party L a process letter requesting an initial written non-binding indication of interest regarding a potential acquisition of Ferro by April 15, 2021.

On April 9, 2021, the Board held a telephonic meeting with representatives of Ferro management, Lazard and Simpson Thacher in attendance. At the meeting, representatives of management discussed with the Board the status of the discussions with AS and Prince. Representatives of Lazard informed the Board as to the recent communications with Party K, Party L, Party M and Party N. Representatives of Simpson Thacher reviewed for the directors their fiduciary duties under applicable law. Members of the Board discussed with representatives of management, Lazard and Simpson Thacher the terms of the proposed merger agreement, as well as preliminary views of potential regulatory issues presented by a potential transaction. Lazard made available to Prince and AS the draft merger agreement in the virtual data room.

On April 13, 2021, representatives of Party K participated in a due diligence call with representatives of Ferro. Over the coming weeks, representatives of Party K, and its outside counsel, continued to evaluate a potential transaction with Ferro, and Ferro made available certain non-public information to such parties in a virtual data room.

On April 15, 2021, Party K submitted an initial non-binding indication of interest to Lazard, proposing a potential acquisition of Ferro for $20 to $21 per share in cash, which we refer to herein as the Initial Party K Proposal. Also on April 15, 2021, Party L verbally communicated to Lazard an initial non-binding indication of interest, proposing a potential acquisition of Ferro for $20 per share in cash, but declined to submit a written indication of interest. Lazard promptly shared the Initial Party K Proposal with Ferro and informed Ferro of the Party L Proposal.

On April 18, 2021, the Board held a telephonic meeting with representatives of Ferro management, Lazard and Simpson Thacher in attendance. At the meeting, representatives of management discussed with the Board the status of the discussions with AS and Prince, Party K and Party L, as well as the progress of the ongoing due diligence review process conducted by AS and Prince and their respective advisors. Representatives of Lazard discussed with the Board Lazard’s preliminary financial analyses of the Initial Party K Proposal. Members of the Board discussed with representatives of management, Lazard and Simpson Thacher the terms of a potential transaction and preliminary views on timing, financing and regulatory issues.

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Over the course of the following weeks, representatives of Ferro continued to participate in due diligence calls with representatives of AS and Prince, and their respective advisors, and Ferro continued to make available non-public information to such parties and to representatives of Party K in a virtual data room.

On April 24, 2021, the Board held a telephonic meeting with representatives of Ferro management, Lazard and Simpson Thacher in attendance. At the meeting, representatives of Lazard informed the Board of the status of the diligence process conducted by AS and Prince and Party K, and their respective advisors, and Lazard’s view as to each party’s expected timing to complete such process. Representatives of Ferro management discussed with the Board management’s most recent financial projections, described further under “ – Financial Projections,” which the Board approved for use by Lazard for purposes of Lazard’s financial analyses in connection with a potential transaction. The Board instructed Lazard to make the Financial Projections available to AS and Prince and to Party K, and representatives of Lazard shared the Financial Projections with such parties promptly following the meeting. The revised projections provided to Lazard and bidders and described further under “—Financial Projections” reflected enhanced performance in each year during the period from 2021-2024 compared to projections previously furnished to bidders during the process. Members of the Board discussed with representatives of Ferro management, Lazard and Simpson Thacher the proposed timing for the announcement of a potential transaction, and certain key terms of the draft merger agreement.

On April 26, 2021, representatives of Kirkland & Ellis LLP, counsel to AS and Prince (“Kirkland & Ellis”), submitted a revised draft of the merger agreement to representatives of Simpson Thacher. Over the course of the period from April 26, 2021 through the announcement of the transaction on May 11, 2021, representatives of Kirkland & Ellis and Simpson Thacher participated in a number of discussions, and shared a number of drafts, in connection with their negotiation of the final terms of the merger agreement and related transaction documentation.

On April 29, 2021, the Board held a telephonic meeting with representatives of Ferro management, Lazard and Simpson Thacher in attendance. At the meeting, representatives of Lazard provided the Board an overview of the market, an updated valuation of Ferro based on management’s most recent financial projections and an update on the status of discussions with bidders.

On May 5, 2021, representatives of counsel to Party K submitted an issues list based on the draft of the merger agreement made available to parties in the virtual data room.

On May 5, 2021, Prince submitted a further revised non-binding indication of interest to Lazard, proposing a potential acquisition of Ferro by Prince for $21.50 per share in cash and a potential business combination of Ferro with Prince and Chromaflo, which we refer to herein as the May 5 Prince Proposal. AS had noted that the possibility of a strategic combination of three industry participants, Prince, Ferro and Chromaflo, was a factor in determining the per share purchase price offered by Prince and AS.

Also on May 5, 2021, Party K submitted a revised non-binding indication of interest to Lazard, proposing a potential acquisition of Ferro for $20.50 to $21.50 per share in cash, which we refer to herein as the Revised Party K Proposal. Lazard promptly shared the May 5 Prince Proposal and the Revised Party K Proposal with Ferro.

On May 6, 2021, the Board held a telephonic meeting with representatives of Ferro management, Lazard and Simpson Thacher in attendance. At the meeting, representatives of Lazard discussed with the Board Lazard’s preliminary financial analyses of the May 5 Prince Proposal and the Revised Party K Proposal. Representatives of Ferro management and members of the Board discussed with representatives of Lazard and Simpson Thacher the respective terms of the two proposals, including the financing sources and uses proposed by Prince and regulatory considerations raised by the terms of the merger agreement proposed by Kirkland & Ellis on behalf of Prince. Representatives of Lazard and Ferro management discussed with the Board their views as to the expected timing required in order for Party K to finalize its due diligence process, as well as the fact that Party K had not

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submitted a markup of the draft merger agreement. Representatives of Ferro management and members of the Board discussed with representatives of Lazard their views as to the willingness and ability of Prince to increase the proposed per share merger consideration and provide additional comfort with respect to certain potential regulatory concerns raised by the proposed transaction. The Board instructed Lazard and Simpson Thacher to contact AS and Kirkland & Ellis in order to obtain further concessions with respect to the proposed valuation and the proposed terms of the merger agreement, including regarding the required regulatory approvals and the proposed financing sources and uses, including an equity commitment letter from AS on terms acceptable to Ferro, and to continue to engage at the same time with Party K.

In the morning of May 7, 2021, following further discussions among the outside advisors to Ferro and Prince at the instruction of the Board, Prince verbally communicated a further revised non-binding proposal to Lazard, proposing a potential acquisition of Ferro by Prince for $21.75 per share in cash and a potential business combination of Ferro with Prince and Chromaflo, and proposing certain improved transaction terms, including an increased reverse termination fee, an equity commitment letter from AS, and an agreement to accept certain specified divestitures to the extent necessary in order to obtain required regulatory approvals for the proposed merger. AS had noted that the possibility of a strategic combination of three industry participants, Prince, Ferro and Chromaflo, was a factor in determining the per share purchase price offered by Prince and AS. We refer to this proposal herein as the May 7 A.M. Prince Proposal. Lazard promptly informed Ferro of the May 7 A.M. Prince Proposal.

Later that day on May 7, 2021, the Board held a telephonic meeting with representatives of Ferro management, Lazard and Simpson Thacher in attendance. At the meeting, representatives of Simpson Thacher reviewed with the directors their fiduciary duties under applicable law. Representatives of Ferro management and members of the Board discussed with representatives of Lazard and Simpson Thacher the terms of the May 7 A.M. Prince Proposal, including the current status of negotiations with respect to termination fees, financing sources and uses, the terms of the proposed equity commitment letter from AS, and the required regulatory approvals. The Board instructed Lazard to contact Prince and AS in order to obtain a further improved proposal, and to continue to engage with Party K concurrently.

Later that day on May 7, 2021, following further discussions between representatives of Lazard and AS at the instruction of the Board, Prince verbally communicated to Lazard a further revised proposal, proposing an acquisition of Ferro by Prince for $22.00 per share in cash and a potential business combination of Ferro with Prince and Chromaflo and improving certain terms, noting that this proposal represented Prince’s best and final offer. AS had noted that the possibility of a strategic combination of three industry participants, Prince, Ferro and Chromaflo, was a factor in determining the per share purchase price offered by Prince and AS. We refer to this proposal herein as the Final Prince Proposal. Lazard promptly informed Ferro of the Final Prince Proposal.

On May 8, 2021, the Board held a telephonic meeting with representatives of Ferro management, Lazard and Simpson Thacher in attendance. At the meeting, representatives of Lazard discussed with the Board Lazard’s financial analyses of the Final Prince Proposal. Representatives of Simpson Thacher reviewed with the directors their fiduciary duties under applicable law. Representatives of Ferro management and members of the Board discussed with representatives of Lazard and Simpson Thacher the terms of the Final Prince Proposal, including the current status of negotiations with respect to termination fees, financing sources and uses, the equity commitment letter from AS, and regulatory approvals, including Prince’s agreement to accept certain specified divestitures to the extent necessary in order to obtain required regulatory approvals for the proposed merger. The Board instructed Lazard, Simpson Thacher and Ferro management to finalize negotiation of the terms of the proposed strategic transaction with Prince.

During the period from May 8, 2021 to May 11, 2021, representatives of Kirkland & Ellis and Simpson Thacher continued to participate in negotiations in order to finalize the terms of the merger agreement and the related transaction documentation.

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On May 10, 2021, the Board held a telephonic meeting with representatives of Ferro management, Lazard and Simpson Thacher in attendance. At the meeting, representatives of Ferro management updated the Board on the status of the negotiations with Prince, including that the parties had resolved all significant open issues with respect to the terms of the potential transaction with Prince. The Board also discussed with its legal and financial advisors that the merger consideration contemplated by the Revised Party K Proposal was lower than the consideration contemplated by the Final Prince Proposal, and that, in light of the status of the diligence process and negotiations with Party K, it was the Board’s view that Party K was not in a position to enter into a transaction with Ferro on a similar timeline to that proposed by Prince, or at a superior value if given additional time. Representatives of Lazard then reviewed with the Board Lazard’s financial analysis of the potential transaction with Prince. Following further discussion, representatives of Lazard then delivered to the Board Lazard’s oral opinion, subsequently confirmed in writing by delivery of Lazard’s opinion dated as of the same date, to the effect that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Lazard’s written opinion, the merger consideration of $22.00 per share of Ferro common stock was fair, from a financial point of view, to Ferro shareholders (other than the holders of certain excluded shares). Representatives of Ferro management discussed with the Board and representatives of Simpson Thacher the fact that there had been no discussions during the course of the process leading up to the proposed merger between members of Ferro management and representatives of AS or Prince or other potential acquirers regarding potential employment or compensation arrangements for members of Ferro management following the consummation of a potential transaction with Ferro. Representatives of Simpson Thacher then reviewed with the Board their fiduciary duties under applicable law and the terms of the merger agreement.

After discussions, the Board unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement were advisable and fair to and in the best interests of Ferro and its shareholders. The Board approved and declared advisable the merger, the merger agreement and the other transactions contemplated by the merger agreement with Prince, directed that the merger agreement be submitted for adoption by Ferro shareholders at a meeting of the shareholders and resolved to recommend that Ferro shareholders adopt the executed merger agreement and the transactions contemplated by the merger agreement.

In the morning of May 11, 2021, prior to the opening of trading, Ferro and Prince executed the merger agreement. Shortly thereafter, on May  11, 2021, Ferro and Prince issued a joint press release announcing the execution of the merger agreement.

Recommendation of the Board and Reasons for the Merger

The Board unanimously recommends that Ferro shareholders vote “FOR” the merger proposal.

At a meeting of the Board held on May 10, 2021, after an extensive review process, the Board unanimously (i) determined that it was advisable and in the best interest of Ferro and Ferro shareholders that Ferro enter into the merger agreement, (ii) approved and declared advisable the merger and the merger agreement, (iii) resolved that the adoption of the merger agreement be submitted for consideration by Ferro shareholders at a special meeting of Ferro shareholders and (iv) recommended that Ferro shareholders adopt the merger agreement and approve the transactions contemplated thereby, including the merger.

When you consider the Board’s recommendation, you should be aware that Ferro’s executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of Ferro shareholders generally. These interests are described in “The Merger—Interests of Ferro Executive Officers and Directors in the Merger.”

Factors Considered Supporting Approval of the Merger.

In the course of reaching its decision, the Board consulted with members of Ferro senior management and our financial and legal advisors, considered a significant amount of information and considered a number of

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factors that it believed supported its decision, including the following (not necessarily in order of relative importance):

The merger consideration represents a significant premium across a number of measuring periods. The Board considered that the merger consideration of $22.00 per share in cash was attractive value for the shares of Ferro common stock and represented:

• a 25.1% premium over the $17.58 closing price of Ferro common stock on May 10, 2021 (the last trading day prior to the public announcement of the proposed merger);

• a 28.6% premium over the volume weighted average price of Ferro common stock of $17.11 reported for the 30-trading day period ended May 10, 2021;

• a 29.8% premium over the volume weighted average price of Ferro common stock of $16.96 reported for the 60-trading day period ended May 10, 2021; and

• a 34.0% premium over the volume weighted average price of Ferro common stock of $16.42 reported for the 90-trading day period ended May 10, 2021.

Strategic alternatives to a sale of the Company. The Board considered the potential values, benefits, risks and uncertainties facing Ferro shareholders associated with possible strategic alternatives to the merger (including the potential shareholder value based on our business plan that could be expected to be generated from remaining an independent public company, the possibility of being acquired by other companies, the possibility of acquisitions or mergers with other companies and other transactions, as well as the potential benefits, risks and uncertainties associated with such alternatives), and the timing and likelihood of accomplishing such alternatives. The Board considered these alternatives as compared to the risks and benefits of the proposed merger.

Risks relating to remaining a stand-alone company. The Board evaluated Ferro’s long-term strategic plan were it to remain an independent public company, as well as the significant risks associated with executing such plan. This evaluation included the Board’s review of our business, operations, assets, operating results, financial condition, prospects, business strategy, competitive position, and industry, including the potential impact (which cannot be quantified numerically) of those factors on the trading price of our common stock, to assess the prospects and risks associated with remaining an independent public company. The Board believed that the certainty provided by the acquisition of Ferro by Prince for $22.00 per share in cash was more favorable to Ferro shareholders than the potential risk-weighted value of remaining an independent public company, after accounting for the risks and uncertainties associated with achieving and executing upon our business and financial plans in the short- and long-term. Such risks include:

• increasing and changing regulatory and compliance requirements for operating as a small cap public company in the United States and international markets, and the challenges faced in managing those requirements;

• our ability to sustain our historical revenue growth, maintain profitability and generate consistent positive cash flows; and

• other risks and uncertainties discussed in Ferro’s public filings with the SEC. See “Where You Can Find More Information” beginning on page 103 of this proxy statement.

Process to explore a sale of the Company; Market Check. The Board considered the strategic process that Ferro undertook, with the assistance of its financial advisor at the Board’s direction, to evaluate its strategic alternatives, including a potential sale of Ferro, which included the outreach conducted in March and April 2021 by our financial advisor during which it engaged with various other parties and the fact that none of those other parties demonstrated a substantial interest in acquiring Ferro or presented a proposal as compelling as the one presented by Prince.

As a result of factors such as the processes conducted by Ferro with the assistance of its financial advisor at the Board’s direction and the periodic conversations Ferro has had with others parties over the few months, the

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Board believed that it had an informed understanding of the parties most likely to be willing and able to acquire or engage in other strategic transactions with Ferro. Specifically, Lazard conducted direct outreach to (or otherwise had discussions with) potential financial and strategic parties, including 6 financial sponsors and 8 strategic parties, that Ferro and its financial advisor believed were likely to be most interested in pursuing a potential transaction with Ferro. The Board noted that the majority of these parties had been afforded the opportunity to participate in discussions with Ferro with respect to a potential transaction, but that such discussions did not progress beyond a preliminary stage, as more fully described above under “The Merger—Background of the Merger” beginning on page 35. The Board also considered that (a) only Prince and Party K had submitted formal, written indications of interest to acquire Ferro and (b) only Prince was in a position to sign a definitive agreement to acquire Ferro at the time the Board approved the merger agreement. The Board considered that Party K’s offer was lower than Prince’s offer. The Board also took note of the terms of the merger agreement, including that if an interested party were to submit a proposal that the Board determined was a superior proposal (as described in the section entitled “The Merger Agreement—No Solicitation; Acquisition Proposals,” beginning on page 78) the Board could, prior to the shareholders adopting the merger agreement and subject to complying with the terms and conditions of the merger agreement, including paying the termination fee of $55.12 million, terminate the merger agreement and cause Ferro to enter into a definitive agreement for such superior proposal if the Board determined in its good faith judgment, after consultation with its financial advisor and outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable law. The Board considered in its view that the terms of the merger agreement were unlikely to deter any interested parties from making a proposal to Ferro.

Cash consideration. The Board considered the fact that the merger consideration would be paid solely in cash, which, compared to non-cash consideration, provides certainty of value and immediate liquidity to Ferro shareholders upon the consummation of the merger, in comparison to the risks and uncertainty that would be inherent in remaining an independent public company or engaging in a transaction in which all or a portion of the consideration is payable in stock. The Board weighed the certainty of realizing a compelling value for shares of Ferro common stock by virtue of the merger against the uncertain prospect that the trading value for the Ferro common stock would approach the merger consideration in the foreseeable future, as well as the risks and uncertainties associated with our business.

Negotiations with Prince. The Board considered the extensive negotiations Ferro and its legal counsel had with Prince, including throughout the period of time from December 30, 2020, which was the day Prince first submitted a written indication of interest, to the date on which the merger agreement was executed on May 11, 2021. In this regard the Board considered that Prince increased its proposed price per share from $19.00 to $20.00 per share in the Initial Prince Proposal, the further refinement of Prince’s offer to $21.50 per share and subsequently to $21.75 per share, and the final increase to $22.00 per share in the Final Prince Proposal, and its belief that the $22.00 per share price represented the highest price per share that Prince was willing to pay for the Ferro common stock, considering the extensive due diligence conducted by Prince, the financing proposed by Prince and the negotiations between the parties, and that the negotiations with Prince had resulted in the highest price reasonably available to Ferro under the circumstances. The Board further considered that no other potential buyer submitted and maintained an offer to acquire Ferro at a purchase price per share that was greater than the $22.00 per share price to be paid in the proposed merger.

Anti-trust regulatory approvals. The Board considered that it believed that there would be manageable antitrust impediments to the consummation of the merger, and the Board considered Prince’s obligation under the merger agreement to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary and proper under applicable laws and regulations in a timely manner as are necessary to eliminate each impediment to the completion of the transactions contemplated by the merger agreement and obtain all approvals required under applicable antitrust laws, subject to certain limitations specified in the merger agreement, including agreeing to accept certain specified divestitures or restrictions to the extent necessary to obtain such approvals. The Board also considered that, under specified circumstances, upon termination of the merger agreement, Prince

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may be required to pay Ferro a termination fee of $50 million or $93.43 million as a result of the failure to obtain required regulatory approvals.

Fairness opinion. The Board considered the financial analyses presented by representatives of Lazard at the Board’s meeting on May 10, 2021, as well as the oral opinion of Lazard (which was subsequently confirmed in writing by delivery of Lazard’s written opinion, dated May 10, 2021) to the Board to the effect that, as of such date and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid in cash to the holders of Ferro common stock issued and outstanding immediately prior to the effective time (other than any shares that may be held by Ferro as treasury stock or held directly by Prince or any subsidiary of Prince (including Merger Sub), and other than any shares owned by any shareholder who has properly exercised and perfected such holder’s demand for dissenters’ rights under Sections 1701.84 and 1701.85 of the OGCL and not effectively withdrawn or lost such holder’s dissenters’ rights) pursuant to the merger agreement, was fair from a financial point of view, to such holders. The Lazard opinion is more fully described in “The Merger—Opinion of Lazard Frères & Co. LLC” and the full text of the Lazard opinion is attached to this proxy statement as Annex B.

Merger agreement. The Board considered the terms and conditions of the merger agreement, including the structure of the transaction, the all-cash form of the merger consideration, the limited conditions to closing, the customary nature of the representations, warranties, and the covenants and agreements of the parties. The Board further considered the course and nature of negotiations with Prince, which were conducted at arm’s length and during which the Board was advised by independent legal and financial advisors on a regular basis. The Board took into account the terms of the merger agreement, including:

• Prince’s covenants in furtherance of obtaining required regulatory approvals, subject to certain limitations described in the merger agreement;

• Ferro’s ability, under certain circumstances, to furnish information to and conduct negotiations with a third party, if the Board determines in good faith, after consultation with our financial advisors and outside legal counsel, that the third party has made a competing proposal that constitutes or could reasonably be expected to lead to a superior proposal;

• the right of the Board to change its recommendation that Ferro shareholders adopt the merger agreement in connection with a superior proposal, subject to certain restrictions and the requirement that we pay Prince the applicable termination fee if the Board makes a change in recommendation and the merger agreement is terminated as a result;

• the Board’s belief that our obligation to pay Prince a termination fee of $55.12 million, or approximately 2.9% of the aggregate equity value of the transaction, if the merger agreement is terminated under certain circumstances, as well as the right of Prince to match any competing proposal that the Board in good faith determines constitutes a superior proposal, are reasonable under the circumstances and would not preclude other potential acquirers from making an alternative proposal to acquire Ferro if they were interested in making such a proposal;

• the right of Ferro to terminate the merger agreement if Prince (i) breaches any representation, warranty, covenant or agreement of the merger agreement and fails to timely cure such breach if curable, or (ii) otherwise fails to consummate the merger in breach of the merger agreement, and the obligation of Prince, under specified circumstances, to pay Ferro a reverse termination fee of $93.43 million upon such termination; and

• the right of Ferro to seek an injunction, specific performance and other equitable remedies if needed in order to prevent breaches of the merger agreement by Prince.

Prince’s capabilities. The Board considered that Prince is a creditworthy entity with substantial assets, and considered Prince’s reputation in the specialty products industry, its financial capacity to complete an acquisition of this size and its prior track record of completing acquisitions, which the Board believed supported the conclusion that a transaction with Prince could be completed efficiently and in an orderly manner.

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Board’s independence and comprehensive review process. The Board considered the fact that the Board consisted of a majority of independent directors who unanimously approved the transaction following extensive discussions with Ferro’s management team, representatives of its financial advisor and outside legal counsel, and also took into consideration the financial expertise and prior industry experience held by a number of directors.

Shareholders’ ability to reject the merger. The Board considered the fact that the merger is subject to approval by the holders of two-thirds of Ferro common stock, and that shareholders would be able to reject the merger.

Dissenters’ rights. The Board considered the fact that shareholders who do not vote for the adoption of the merger agreement and who follow certain prescribed procedures will have the right to dissent from the merger and demand appraisal of the fair value of their shares under the OGCL.

Other Factors Considered by the Board.

In the course of reaching its decision, the Board also considered and balanced against the potential benefits of the merger a number of potentially adverse factors concerning the merger, including the following:

No further shareholder participation in future gains. The Board considered the fact that Ferro would no longer exist as an independent public company following the merger and that Ferro shareholders would forgo any future increase in Ferro’s value following the merger that might result from our earnings or possible growth as an independent company. Although the Board was optimistic about Ferro’s prospects on a stand-alone basis and our strategic plan, the Board concluded that there were a number of significant risks associated with remaining an independent company (including as described in more detail above) that in many cases were difficult to quantify and that the premium reflected in the merger consideration constituted fair compensation for the loss of the potential shareholder benefits that could reasonably be expected to be realized by our strategic plan, particularly on a risk-adjusted basis.

Regulatory risk. The Board considered the risk that necessary regulatory approvals may be delayed, conditioned or denied, and the risk that the applicable governmental agencies may seek to impose unfavorable terms or conditions, or otherwise fail to grant, such approvals.

Risks associated with announcement and pendency of the merger. The Board considered the risk that the announcement and pendency of the merger may cause substantial harm to relationships with our employees, vendors, distributors, sales representatives, customers or strategic partners or may divert management and employee attention away from the day-to-day operation of our business. The Board also considered our ability to attract and retain key personnel while the proposed transaction is pending and the potential adverse effects on our financial results as a result of that disruption, as well as the possibility of any suit, action or proceeding in respect of the merger agreement or the transactions contemplated thereby.

Risks associated with a failure to consummate the merger. The Board considered the fact that there can be no assurance that all conditions to the parties’ obligations to consummate the merger will be satisfied, and as a result there can be no assurance that the merger will be completed, even if the merger is approved by Ferro shareholders. The Board noted the fact that, if the merger is not completed, (i) Ferro will have incurred significant risk, transaction expenses and opportunity costs, including the possibility of disruption to our operations, diversion of management and employee attention, employee attrition and a potentially negative effect on our business and customer relationships, (ii) depending on the circumstances that caused the merger not to be completed, the price of Ferro common stock could decline, potentially significantly, and (iii) the market’s perception of Ferro’s prospects could be adversely affected.

Restrictions on the operation of our business. The Board considered the restrictions on the conduct of our business prior to the completion of the merger, which could delay or prevent Ferro from realizing certain business opportunities or taking certain actions with respect to our operations that we might otherwise take absent the pending merger.

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Ability to respond to unsolicited acquisition proposals. The Board considered the fact that the merger agreement precludes us from actively soliciting alternative proposals. The Board also considered, but did not consider preclusive, the fact that the right afforded to Prince under the merger agreement to re-negotiate the terms of the merger agreement in response to a superior proposal may discourage other parties that might otherwise have an interest in a business combination with, or an acquisition of, Ferro. The Board further considered the possibility that the termination fee payable to Prince if the merger agreement is terminated under certain circumstances might have the effect of discouraging alternative acquisition proposals or reducing the price of such proposals. However, the Board also considered that the structure of the transaction as a merger would result in detailed public disclosure and substantial time prior to consummation of the merger during which an unsolicited superior proposal could be submitted. In addition, the Board considered the specific provisions of the merger agreement, which, subject to the terms and conditions thereof, permit Ferro to furnish information to and conduct negotiations with third parties that make unsolicited acquisition proposals, and permit the Board to change its recommendation to Ferro shareholders regarding the merger agreement and to terminate the merger agreement in order to enter into a definitive agreement with respect to a superior proposal, subject to payment of a termination fee to Prince. The Board further considered its belief that the $55.12 million termination fee (which is equivalent to approximately 2.9% of equity value of Ferro) payable by Ferro (i) is reasonable in light of the overall terms of the merger agreement and the benefits of the merger, (ii) was comparable to termination fees in transactions of a similar size, and (iii) would not preclude another party from making a competing proposal.

Tax treatment. The Board considered the fact that an all cash transaction would be taxable to Ferro shareholders that are U.S. holders for U.S. federal income tax purposes.

Reverse Termination Fee. The Board considered the fact that, if it believed Prince breached the merger agreement and Ferro was unable to obtain specific performance to compel Prince to perform its obligations under the merger agreement, then Ferro’s only remedy is the right, in certain circumstances, to terminate the merger agreement and receive a reverse termination fee of $93.43 million from Prince.

Transaction costs. The Board considered the fact that Ferro has incurred and will continue to incur significant transaction costs and expenses in connection with the merger, regardless of whether the merger is consummated.

Potential differing interests of directors and officers. The Board considered that, aside from their interests as Ferro shareholders, Ferro’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of other Ferro shareholders generally. See “The Merger—Interests of Ferro’s Executive Officers and Directors in the Merger” beginning on page 55 of this proxy statement.

Other Risks. The Board considered the types and nature of the risks and uncertainties set forth in Ferro’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 and the subsequent quarterly report on Form 10-Q for the quarter ended March 31, 2021 and current reports on Form 8-K under Item 1A “Risk Factors”.

While the Board considered potentially positive and potentially negative factors, the Board concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the Board unanimously determined that the merger agreement and the merger are advisable and fair to, and in the best interest of, Ferro and its shareholders.

The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the Board in its consideration of the merger, but it includes the material positive factors and material negative factors considered by the Board in that regard. In view of the number and variety of factors and the amount of information considered, the Board did not find it practicable to, and did not make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the Board may have given different weights to different factors. Based on the totality of the information presented, the Board collectively reached the decision to approve and declare

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advisable the merger agreement and the merger in light of the factors described above and other factors that the members of the Board felt were appropriate.

Portions of this explanation of Ferro’s reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of Lazard Frères & Co. LLC

Ferro retained Lazard to act as its financial advisor in connection with the merger. As part of this engagement, Ferro requested Lazard provide its opinion as of May 10, 2021 as to the fairness, from a financial point of view, to the holders of Ferro common stock (other than (i) holders of shares of Ferro common stock owned by Prince, Merger Sub or any other wholly owned subsidiary of Prince immediately prior to the effective time of the merger and shares of Ferro common stock owned by Ferro or any wholly owned subsidiary of Ferro immediately prior to the effective time of the merger, including shares of Ferro common stock held in treasury by Ferro, and in each case not held on behalf of third parties, (ii) shares of Ferro common stock that are issued and outstanding immediately prior to the effective time of the merger and that are held by holders who have not voted such shares of Ferro common stock in favor of the adoption of the merger agreement and who are entitled to and have properly demanded dissenters rights with respect thereto in accordance with, and otherwise have complied in all respects with, Section 1701.85 of the OGCL, and have not effectively withdrawn such demand and (iii) shares of Ferro common stock subject to vesting restrictions (holders of such shares described in clauses (i), (ii) and (iii) above, collectively, “Excluded Holders”)) of the consideration to be paid to such holders in the merger. At a meeting of the Board held to evaluate the merger on May 10, 2021, Lazard rendered an oral opinion to the Board, subsequently confirmed in writing by a written opinion dated as of the same date, to the effect that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Lazard’s written opinion, the merger consideration to be paid to holders of Ferro common stock (other than Excluded Holders) in the merger was fair, from a financial point of view, to such holders of Ferro common stock (other than Excluded Holders).

The full text of Lazard’s written opinion, dated May 10, 2021, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. We encourage you to read Lazard’s opinion carefully and in its entirety. Lazard’s opinion was provided for the use and benefit of the Board (in its capacity as such) in its evaluation of the merger, and addressed only the fairness, as of the date of the opinion, from a financial point of view, of the merger consideration to be paid to holders of Ferro common stock (other than Excluded Holders). Lazard’s opinion is not intended to and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the merger or any matter relating thereto.

Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of Lazard’s opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of Lazard’s opinion. Lazard’s opinion did not express any opinion as to the price at which shares of Ferro common stock may trade at any time subsequent to the announcement of the merger. In addition, Lazard’s opinion does not address the relative merits of the merger as compared to any other transaction or business strategy in which Ferro might engage or the merits of the underlying decision by Ferro to engage in the merger.

In connection with its opinion, Lazard:

• Reviewed the financial terms and conditions of a draft, dated May 10, 2021, of the merger agreement;

• Reviewed certain publicly available historical business and financial information relating to Ferro;

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• Reviewed various financial forecasts and other data provided to Lazard by Ferro relating to the business of Ferro;

• Held discussions with members of the senior management of Ferro with respect to the business and prospects of Ferro;

• Reviewed public information with respect to other companies in lines of business Lazard believed to be generally relevant in evaluating the businesses of Ferro;

• Reviewed the financial terms of certain business combinations involving companies in lines of business Lazard believed to be generally relevant in evaluating the business of Ferro;

• Reviewed historical stock prices and trading volumes of Ferro common stock; and

• Conducted such other financial studies, analyses and investigations as Lazard deemed appropriate.

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard has not conducted any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Ferro or concerning the solvency or fair value of Ferro, and Lazard has not been furnished with any such valuation or appraisal. With respect to the financial forecasts utilized in Lazard’s analyses, Lazard assumed, with the consent of Ferro, that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of Ferro. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based.

In rendering its opinion, Lazard assumed, with the consent of Ferro, that the merger will be consummated on the terms described in the merger agreement, without any waiver or modification of any material terms or conditions. Representatives of Ferro have advised Lazard, and Lazard assumed, that the merger agreement, when executed, conformed to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of Ferro, that obtaining the necessary governmental, regulatory or third party approvals and consents for the merger will not have an adverse effect on Ferro or the merger that is material in any respect to Lazard’s analysis in connection with its opinion. Lazard did not express any opinion as to any tax or other consequences that might result from the merger, nor does Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that Ferro obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the merger consideration) of the merger, including, without limitation, the form or structure of the merger or any agreements or arrangements entered into in connection with, or contemplated by, the merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the merger, or class of such persons, relative to the merger consideration or otherwise.

Summary of Lazard’s Financial Analyses

The following is a summary of the material financial analyses reviewed with the Board in connection with Lazard’s opinion, dated May 10, 2021. The summary of Lazard’s analyses and reviews provided below is not a complete description of the analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

In arriving at its opinion, Lazard did not draw, in isolation, conclusions from or with regard to any particular factor or analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Considering selected portions of the analyses and reviews in the summary set forth below, without considering the analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Lazard’s opinion.

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For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Ferro. No company or business used in Lazard’s analyses and reviews as a comparison is identical to Ferro, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or businesses used in Lazard’s analyses and reviews. The estimates contained in Lazard’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 7, 2021, and is not necessarily indicative of current market conditions and other information as to Ferro’s capitalization as provided by Ferro management. Per share values were rounded to the nearest $0.05.

Precedent Transactions Valuation

Lazard reviewed and analyzed, to the extent publicly available, financial information for selected precedent transactions in the chemical industry that Lazard believed, based on its experience and professional judgment, to be generally relevant for purposes of this analysis. Although none of the selected precedent transactions or the companies party to such transactions is directly comparable to the merger or to Ferro, the selected precedent transactions were chosen because certain aspects of the transactions, for purposes of this analysis and based on the professional judgment and experience of Lazard, may be considered similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the merger. The selected precedent transactions reviewed were:

Date Announced	Acquiror	Target
March 1, 2021	Cerberus Global Private Equity Partners, LP & Koch Minerals & Trading, LLC	PQ Performance Chemicals
February 14, 2021	Lanxess AG	Emerald Kalama Chemical
December 14, 2020	Trinseo S.A.	Arkema PMMA business
October 15, 2020	The Jordan Company	PQ Performance Materials
September 30, 2020	Covestro AG	DSM Resins & Functional Materials
December 19, 2019	Avient Corporation	Clariant Color and Additive Masterbatch
October 21, 2019	One Rock Capital Partners	Innophos Holdings, Inc.
July 3, 2019	Synthomer plc	OMNOVA Solutions Inc.
January 8, 2019	Sika AG	Parex Group
March 27, 2018	The Carlyle Group & GIC Private Limited	AkzoNobel Specialty Chemicals

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Date Announced	Acquiror	Target
September 5, 2017	H.B. Fuller Company	Royal Adhesives & Sealants LLC
April 5, 2017	Quaker Chemical Corporation	Global Houghton Ltd.
October 7, 2016	The Carlyle Group	Atotech B.V.
September 26, 2016	Lanxess AG	Chemtura Corporation
September 28, 2015	Kraton Corporation	Arizona Chemical Holdings Corporation
September 19, 2014	Arkema S.A.	Bostik

To the extent publicly available, Lazard reviewed, among other things, the enterprise value, commonly referred to as EV, as a multiple of earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA, of each of the target companies implied by the selected transactions. For each target company, Lazard compared the EV implied by the acquisition price to the relevant target company’s estimated EBITDA based on the most recently available public information at the time of announcement of the relevant transaction. EBITDA amounts for the target companies were based on EBITDA for the last twelve-month period as of the time of the announcement of the transaction or estimated EBITDA as publicly disclosed by the acquiror or target as of the time of announcement of the transaction. The overall low to high EBITDA multiples observed for the selected precedent transactions were 7.4x to 12.8x.

The below analysis was based on Ferro share count data as of April 30, 2021 as provided by Ferro management and approved for Lazard’s use by Ferro management. Financial information and projections for Ferro were based on continuing operations only as provided by Ferro management and approved for Lazard’s use by Ferro management. Financial data of the selected precedent transactions were based on public filings and other information.

EV/LTM 3/31/21 Adj. EBITDA. Based on its professional judgment and experience, and taking into consideration the observed multiples for the selected precedent transactions, Lazard applied an EV to EBITDA multiple range of 9.5x to 11.5x to Ferro’s last twelve months adjusted EBITDA as of March 31, 2021. Lazard then calculated an equity value range using the estimated net debt position and estimated noncontrolling interest as of March 31, 2021. From this analysis, Lazard estimated an implied price per share range for shares of Ferro common stock of $16.35 to $20.35, as compared to the merger consideration of $22.00 per share of Ferro common stock.

EV/2021E Adj. EBITDA. Based on its professional judgment and experience, and taking into consideration the observed multiples for the selected precedent transactions, Lazard applied an EV to EBITDA multiple range of 9.5x to 11.5x to Ferro’s 2021 estimated adjusted EBITDA, which was used as a proxy to estimate Ferro’s last twelve months adjusted EBITDA excluding the impact of COVID-19. Lazard then calculated an equity value range using the estimated net debt position and estimated noncontrolling interest as of March 31, 2021. From this analysis, Lazard estimated an implied price per share range for shares of Ferro common stock of $19.45 to $24.05, as compared to the merger consideration of $22.00 per share of Ferro common stock.

Public Trading Comparables Valuation

Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data related to selected publicly-traded companies in the chemical industry. Lazard then compared such information to the corresponding information for Ferro.

The selected group of companies used in this analysis, which we refer to in this proxy statement as the selected comparable companies, was as follows:

• Avient Corporation

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• Cabot Corporation

• GCP Applied Technologies Inc.

• H.B. Fuller Company

• Kraton Corporation

• PQ Group Holdings Inc.

Although none of the companies reviewed in this analysis is identical or directly comparable to Ferro, Lazard selected the companies reviewed in this analysis because, among other reasons, the selected comparable companies possess certain aspects or characteristics, such as growth prospects, business mixes, size and scale, and/or financial and qualitative characteristics that Lazard, based on its professional judgment and experience, considered generally relevant for purposes of its analysis. Accordingly, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the merger and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Ferro and the selected comparable companies that could affect the public trading values of each also are relevant.

Lazard calculated and compared various financial multiples and ratios of each of the selected comparable companies, including, among other things, the ratio of each company’s EV, calculated as the market capitalization of each company (based on each company’s closing share price as of May 7, 2021), plus debt, less cash, cash equivalents and short-term investments, plus noncontrolling interests, adjusted for any announced transactions (based on the most recent publicly available data) to its 2021 estimated EBITDA.

The EBITDA estimates for each of the selected comparable companies used by Lazard in its analysis were based on FactSet consensus estimates. The overall low to high estimated EV to 2021 estimated EBITDA multiples observed for the selected comparable companies were 7.7x to 12.8x. Based on an analysis of the relevant metrics for each of the selected comparable companies and Lazard’s professional judgment, Lazard selected a reference range of 8.5x to 11.5x for the ratio of EV to 2021 adjusted EBITDA, and applied this range to the estimated 2021 adjusted EBITDA of Ferro, as reflected in the financial forecasts for Ferro prepared by the management of Ferro and approved for Lazard’s use by Ferro management. The analysis was based on Ferro share count data as of April 30, 2021 and estimated Ferro net debt position and noncontrolling interest as of March 31, 2021 as provided by Ferro management and approved for Lazard’s use by Ferro management. Financial information and projections for Ferro were based on continuing operations only as provided by Ferro management and approved for Lazard’s use by Ferro management. From this analysis, Lazard estimated an implied price per share range for shares of Ferro common stock of $17.25 to $24.30, as compared to the merger consideration of $22.00 per share of Ferro common stock.

Discounted Cash Flow Analysis

Lazard performed a discounted cash flow analysis of Ferro, which is an analysis designed to estimate an implied value of a company by calculating the present value of the estimated future unlevered, after-tax free cash flows of that company over the projection period and the terminal value of that company at the end of the projection period. Lazard performed a discounted cash flow analysis of Ferro by calculating the estimated present value (as of March 31, 2021) of the unlevered, after-tax free cash flows that Ferro was forecasted to generate in the nine months ended December 31, 2021 and between fiscal years 2022 and 2025 based on the projections provided by Ferro management and approved for Lazard’s use by Ferro management, which were calculated by taking net operating profit after tax and adding depreciation and amortization, adjusting for the change in net working capital and subtracting capital expenditures and cash outlays for pension, restructuring and other expenses not reflected in net operating profit. Lazard also calculated estimated terminal values for Ferro by applying a perpetuity growth rate of 1% to 2% to the normalized estimated 2025 unlevered, after-tax free cash flows (excluding the impact of cost savings from restructuring programs, optimization initiatives, pension, restructuring and other cash charges), and a perpetuity growth rate of 0% to the estimated 2025 unlevered,

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after-tax free cash flow generated by cost savings from restructuring programs and optimization initiatives less pension, restructuring and other cash charges, in each case derived using projections provided by Ferro management, publicly available data and Lazard’s professional judgment,. The unlevered, after-tax free cash flows and terminal values were then discounted to present value (as of March 31, 2021) using discount rates ranging from 9.0% to 10.0%. The discount rates applicable to Ferro were derived (1) using market data as of May 7, 2021 and (2) from an analysis of the weighted average cost of capital of the selected comparable companies, which Lazard performed utilizing the capital asset pricing model with inputs that Lazard determined were relevant based on publicly available data and Lazard’s professional judgment. The analysis indicated an implied enterprise value range for Ferro, from which Lazard then calculated an equity value range using an estimated net debt position and estimated noncontrolling interest as of March 31, 2021 as provided by Ferro management and approved for Lazard’s use by Ferro management. Ferro share count data was provided as of April 30, 2021 by Ferro management and approved for Lazard’s use by Ferro management. Financial information and projections for Ferro were based on continuing operations only as provided by Ferro management and approved for Lazard’s use by Ferro management. Based on the above, this analysis implied an equity value per share range for shares of Ferro common stock of approximately $17.45 to $21.85, as compared to the merger consideration of $22.00 per share of Ferro common stock.

Other Analyses

The analyses and data described below were presented to the Board for informational and reference purposes only and did not provide a basis for the rendering of Lazard’s opinion.

Present Value of Future Share Price

Lazard performed an illustrative analysis of the implied present value of Ferro’s future value per Ferro common stock. This analysis is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s estimated EBITDA and its assumed EV / EBITDA multiple. For this analysis, Lazard utilized projected net debt and noncontrolling interest based on projections provided by Ferro management. Financial information and projections for Ferro were based on continuing operations only as provided by Ferro management and approved for Lazard’s use by Ferro management.

To calculate the range of the present value of future share prices for Ferro, Lazard used projections provided by Ferro management. Lazard applied a range of illustrative EV / next twelve months, commonly referred to as NTM, EBITDA multiples of 8.1x to 10.1x to Ferro’s estimated forward EBITDA from fiscal year 2021 to fiscal year 2024 to calculate a future enterprise value range for Ferro, then calculated an equity value range using an estimated net debt position and noncontrolling interest based on the projected balance sheet. Lazard then discounted such figures to present value as of March 31, 2021 using a discount rate of 10.8%, which reflects an estimate of Ferro’s cost of equity that was calculated by Lazard based on (1) market data as of May 7, 2021 and (2) the capital asset pricing model with inputs that Lazard determined were relevant based on publicly available data and Lazard’s experience and professional judgment. This analysis resulted in an implied price per share range for shares of Ferro common stock of $18.20 to $24.00 (rounded to the nearest $0.05).

Miscellaneous

In connection with Lazard’s services as financial advisor, Ferro agreed to pay Lazard an aggregate fee for such services of $23 million, $3 million of which was paid upon the rendering of Lazard’s opinion, and the remainder of which is contingent upon the consummation of the merger. In the event that Ferro or its affiliates or its and their respective securityholders receives any break-up, reverse-termination, or similar fee, payment or judgment in connection with the termination or non-consummation of the merger, Ferro has agreed to pay, upon receipt of such amount, to Lazard a fee equal to 15% of such amount, net of Ferro’s fees and expenses in connection with the merger, provided that the amount payable shall not exceed $11.5 million. The $5 million fee paid to Lazard pursuant to that certain letter agreement between Ferro and Lazard with respect to the sale of the

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Tile Coatings business shall be creditable against the fees payable to Lazard pursuant to the merger, reducing the fee to be paid at the closing of the merger to $15 million (after giving effect to the $3 million fee that was paid upon the rendering of Lazard’s opinion). Ferro also agreed to reimburse Lazard for all reasonable expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain circumstances against certain liabilities that may arise from or relate to Lazard’s engagement.

Lazard has in the past provided certain investment banking services to Ferro and an affiliate of Prince, for which it has received compensation, including, during the past two years, having advised Ferro in connection with the sale of its Tile Coatings business, having advised an affiliate of Prince with respect to a private offering and currently advising an affiliate of Prince in connection with a restructuring assignment. Lazard is also currently in discussions with an affiliate of Prince on a variety of topics.

Lazard, as part of its investment banking business, is continually engaged in valuations of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts and valuations for other purposes. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of Ferro and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of Ferro and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

Lazard prepared these analyses solely for purposes of, and the analyses were delivered to the Board in connection with, the provision of its opinion to the Board as to the fairness, from a financial point of view, of the merger consideration to be paid to the holders of Ferro common stock (other than Excluded Holders). Lazard did not recommend any specific consideration to the Board or that any given consideration constituted the only appropriate consideration for the merger. Lazard’s opinion and analyses were only one of many factors taken into consideration by the Board in its evaluation of the merger. Consequently, the analyses described above should not be viewed as determinative of the views of the Board or Ferro’s management with respect to the consideration provided for in the merger or as to whether the Board would have been willing to determine that different consideration was fair.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as investment banker to Ferro because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions generally and in the chemicals industry specifically, as well as its familiarity with the business of Ferro.

Financial Projections

Ferro has historically prepared and provided public guidance as to its projected financial and operational results for its then-current fiscal year in its press releases announcing its financial results for the then-current quarter or year, as applicable. Other than the financial guidance described above, Ferro does not as a matter of course make other public projections as to future sales, earnings, or other results, and forecasts for extended periods of time are of particular concern to Ferro due to the unpredictability of the underlying assumptions and estimates. However, in connection with the discussions regarding the proposed merger, Ferro management prepared certain unaudited prospective financial information for fiscal years 2021 through 2025, which are referred to herein as the Ferro Projections. The Ferro Projections were prepared treating Ferro on a stand-alone basis, without giving effect to the merger including the impact of negotiating or executing merger, the expenses that may be incurred in connection with consummating the merger, the potential synergies that may be achieved as a result of the merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement with Prince having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement with Prince had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Ferro management provided the Ferro Projections to the Board for review in connection with the Board’s evaluation of

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the proposed merger, and to Lazard, our financial advisor in connection with the proposed merger. Ferro management also provided the Ferro Projections to Prince.

The accompanying Ferro Projections were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or generally accepted accounting principles, which is referred to as GAAP, but, in the view of Ferro’s management, were prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Ferro on a stand-alone basis as described above and subject to the assumptions and limitations described in this section. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the Ferro Projections. Although Ferro’s management believes there is a reasonable basis for the Ferro Projections, Ferro cautions shareholders that future results could be materially different from the Ferro Projections. This summary of the Ferro Projections is not being included in this proxy statement to influence your decision whether to vote for the merger agreement proposal, but because these Ferro Projections were provided to the Board, shared between Ferro and Prince and provided to Ferro’s and Prince’s respective financial advisors for purposes of considering and evaluating the merger and the merger agreement. Ferro’s independent registered public accounting firm has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Ferro Projections and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

The Ferro Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Ferro Projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Ferro’s management as of the date of their preparation. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, competition, and the risks discussed in this proxy statement under the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 25 of this proxy statement. See also “Where You Can Find More Information” beginning on page 103 of this proxy statement. The Ferro Projections also reflect assumptions as to certain business decisions that are subject to change. Because the Ferro Projections were developed for Ferro on a stand-alone basis without giving effect to the merger, they do not reflect any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, any synergies that may be realized as a result of the merger or any changes to Ferro’s operations or strategy that may be implemented after completion of the merger. There can be no assurance that the Ferro Projections will be realized, and actual results may differ materially from those shown. Generally, the further out the period to which the Ferro Projections relate, the less predictable and more unreliable the information becomes.

The Ferro Projections contain certain non-GAAP financial measures that Ferro believes are helpful in understanding its past financial performance and future results. Ferro management regularly uses a variety of financial measures that are not prepared in accordance with GAAP, including adjusted EBITDA (defined as net income excluding certain items which Ferro does not believe to be indicative of underlying business trends, including interest expense, income tax provision, depreciation and amortization expense, non-controlling interests, and special items, including but not limited to restructuring and impairment charges, costs related to business acquisitions and divestitures and cost related to optimization projects) for forecasting, budgeting and measuring operating performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While Ferro believes that these non-GAAP financial measures provide meaningful information to help investors understand Ferro’s operating results and to analyze Ferro’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Ferro’s competitors and may not be directly comparable to similarly titled measures of Ferro’s competitors due to potential differences in the exact method of calculation.

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Ferro has not provided reconciliations of the non-GAAP financial measures included in these projections to the comparable GAAP measure due to no reasonably accessible or reliable comparable GAAP measures for these measures and the inherent difficulty in forecasting and quantifying the measures that are necessary for such reconciliation.

None of Ferro or any of its affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the Ferro Projections, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the Ferro Projections to reflect circumstances existing after the date the Ferro Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Ferro Projections, as applicable, are shown to be in error. Except as required by applicable securities laws, Ferro does not intend to make publicly available any update or other revision to the Ferro Projections, even in the event that any or all assumptions are shown to be in error. Ferro has made publicly available its actual results of operations for the year ended December 31, 2020 on Ferro’s Annual Report on Form 10-K filed with the SEC on March 1, 2021 and for the quarterly period ended March 31, 2021 on Ferro’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2021. None of Ferro or its affiliates, advisors, officers, directors or other representatives has made or makes any representation to any Ferro shareholder or other person regarding Ferro’s ultimate performance compared to the information contained in the Ferro Projections or that forecasted results will be achieved. Ferro has made no representation to Prince, in the merger agreement or otherwise, concerning the Ferro Projections.

Summary of the Ferro Projections

The following table presents certain unaudited prospective financial information of Ferro prepared by Ferro management for fiscal years 2021 through 2025, and approved for Lazard’s use by Ferro management.

	Fiscal Year Ended December 31,
	2021E		2022E		2023E		2024E		2025E
Sales	$	1,093	$	1,150	$	1,197	$	1,241	$	1,278
Gross Profit	$	364	$	388	$	412	$	431	$	445
Adjusted EBITDA(1)	$	198	$	223	$	245	$	262	$	270
Capital Expenditures	$	35	$	40	$	39	$	24	$	22

(1) Adjusted EBITDA, a non-GAAP term, is defined as net income excluding certain items which Ferro does not believe to be indicative of underlying business trends, including interest expense, income tax provision, depreciation and amortization expense, non-controlling interests, and special items, including but not limited to restructuring and impairment charges, costs related to business acquisitions and divestitures and cost related to optimization projects.

Interests of Ferro’s Executive Officers and Directors in the Merger

When considering the recommendation of the Board that you vote to approve the merger proposal, you should be aware that, aside from their interests as Ferro shareholders, Ferro’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Ferro shareholders generally. This includes, for instance, payments that our executive officers are entitled to receive under Ferro’s incentive plans and the executive officers’ Change in Control Agreements with Ferro (the “Change in Control Agreements”), each as described more fully below.

With regard to our directors serving on the Board (other than Mr. Peter Thomas, whose interests are as an executive officer), these interests relate to the impact of the transaction on the directors’ outstanding equity awards and the directors’ rights to indemnification pursuant to the terms of the merger agreement.

With regard to our executive officers, these interests relate to the impact of the transaction on the named executives’ outstanding equity awards (which consist of options, restricted stock units (“RSUs”), performance-

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based stock units (“PSUs”) and other share unit awards (“Share Units”)) as well as the possible receipt of severance and other termination payments and benefits that may be triggered by or otherwise relate to the merger. Assuming the merger occurred on March 1, 2022 and, where applicable, the executive officer’s employment was terminated by us without “cause” or by the executive officer for “good reason” (each as defined in the Change in Control Agreements) on the date of the merger, the executive officers would be entitled to receive an aggregate of approximately $9,805,881 to cash out their previously unvested options, RSUs and PSUs, and an aggregate of approximately $11,149,020 of cash severance and other termination benefits pursuant to their Change in Control Agreements.

Treatment of Director and Executive Officer Common Stock

Ferro’s directors and executive officers will receive the same merger consideration as other shareholders of $22.00 in cash, without interest, subject to any applicable withholding taxes, for each share of Ferro common stock that they own at the effective time. For information regarding beneficial ownership of Ferro common stock by each of Ferro’s current directors, Ferro’s named executive officers, and all executive officers and directors as a group, see the section entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 97.

Treatment of Director and Executive Officer Equity Awards

As described under “The Merger Agreement—Treatment of Ferro Equity Awards” beginning on page 70, the merger agreement provides that at the time of the merger each then outstanding option to purchase shares of Ferro common stock, RSU, Share Unit and PSU will be treated as set forth below.

Treatment of Options

Each outstanding and unexercised option to purchase shares (an “Option”) will be cancelled and converted into the right to receive a cash payment (without interest) equal to (i) the total number of shares subject to such Option multiplied by (ii) the excess, if any, of the merger consideration over the exercise price per share under such Option, less any applicable withholding taxes required to be withheld by applicable law.

Treatment of Share Units

Each outstanding RSU and Share Unit will be cancelled and converted into the right to receive a cash payment (without interest) equal to (i) the total number of shares subject to such RSU or Share Unit, multiplied by (ii) the merger consideration, less any applicable withholding taxes required to be withheld by applicable law.

Treatment of PSUs

Each outstanding PSU will be cancelled and converted into the right to receive a cash payment equal to (i) the number of shares subject to such PSU, calculated based on the greater of (A) actual performance against goals as set forth in the terms of such PSU, and (B) the target level performance over the entire performance period, multiplied by (ii) the merger consideration, less any applicable withholding taxes required to be withheld by applicable law.

For purposes of measuring actual performance with respect to the PSUs, (i) any performance measures related to total shareholder return shall be calculated by, first, determining the volume weighted average closing trading price of Ferro’s (or relevant peer group’s) common stock over the thirty trading days commencing on the first trading day occurring after the date of public announcement of the merger agreement, and then, second, using such average prices as the “ending prices” for purposes of calculating relative total shareholder return (with the resulting relative total shareholder return calculations as of the last day of such thirty trading day period being substituted as the total shareholder return criteria for such PSU) and (ii) any performance measures related to goals other than total shareholder return shall be calculated based on the actual performance results through the date of the merger extrapolated through the duration of the relevant performance periods.

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The table below shows the outstanding unvested options, RSUs, and PSUs held by our executive officers as of June 30, 2021 which are expected to remain unvested through March 1, 2022 and, for illustrative purposes, the value our executive officers would receive in respect of these outstanding unvested awards in connection with the merger (assuming target level performance in the case of the PSUs).

Executive Officer	Ferro Options (#)		Ferro RSUs (#)		Ferro PSUs (#)		Value ($)
Named Executive Officers
Peter Thomas Chief Executive Officer		173,752		43,933		221,700		7,071,956
Benjamin Schlater Chief Financial Officer		38,171		9,667		48,700		1,553,839
Mark Duesenberg General Counsel		28,970		7,333		37,000		1,180,086
Other Executive Officers		0		0		0		0
Total		240,892		60,933		307,400		9,805,881

Change in Control Severance Payments and Other Termination Benefits

Each executive officer will receive certain severance payments and other termination benefits if terminated in connection with or within two years following a change in control. The below payment estimates quantify such benefits, assuming that a merger occurs on March 1, 2022 and that a qualifying termination of their employment occurs on such date.

Executive Officer	Severance and Termination Payments ($)
Named Executive Officers
Peter Thomas Chief Executive Officer		7,211,178
Benjamin Schlater Chief Financial Officer		1,995,392
Mark Duesenberg General Counsel		1,942,450
Total		11,149,020

Change in Control Agreements

Ferro’s Change in Control Agreements with each of Messrs. Thomas, Schlater and Duesenberg provide for, among other things, severance payments and other benefits in cases of certain employment termination scenarios. If (i) the executive’s employment is terminated by us without “cause,” as defined in the Change in Control Agreements or (ii) the executive resigns for “good reason,” as defined in the Change in Control Agreements, in each case, in connection with or within two years following a change-in-control, then Ferro will pay or provide the executive officer:

• A lump sum equal to the pro-rata target bonus for the calendar year in which the termination occurs and, if previously unpaid, the executive’s targeted annual incentive compensation amount for the preceding year;

• A lump sum equal to 2 (in the case of Messrs. Duesenberg and Schlater) or 3 (in the case of Mr. Thomas) times the sum of (i) the executive’s base salary; and (ii) the executive’s target bonus amount;

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• The cash value of 2 (in the case of Messrs. Duesenberg and Schlater) or 3 (in the case of Mr. Thomas) years of additional accruals under Ferro’s retirement plans;

• A continuation of the executive’s welfare plan benefits for 24 (in the case of Messrs. Duesenberg and Schlater) or 36 (in the case of Mr. Thomas) months;

• Outplacement assistance of up to $50,000 and tax advice of up to $5,000; and

• Continuation of directors and officers (“D&O”) insurance coverage for a period of not less than four years following the Termination Date.

In addition, the Change in Control Agreements entitle the covered executives to receive a cash payout in respect of any outstanding PSUs at the time of a change in control transaction. However, that provision of the Change in Control Agreements will effectively be superseded by the applicable provisions of the merger agreement regarding treatment of PSUs, as described above. Further, the Change in Control Agreements entitle the Company to extend the post-termination of employment noncompetition covenants applicable to the executive officers from 24 months to 36 months if certain notice obligations are met and the Company pays the executive an amount equal to one year of additional base salary. The calculations set forth herein assume that no such election to extend the noncompete obligations will be made by the Company.

If any compensation is considered to be an excess parachute payment subject to Section 280G of the Code, Mr. Duesenberg would be entitled to receive a gross-up payment to be made whole for any excise taxes, while Messrs. Schlater and Thomas would have their payments potentially capped to avoid the imposition of any such excise taxes if they would receive a greater after-tax benefit by imposition of such a cap.

Retention Programs

Ferro may establish a cash-based retention and transaction success program to encourage up to 40 employees, including executive officers and other members of management, to remain employed with Ferro and to ensure the successful transition of the business to the surviving corporation (the “Retention Program”). The Retention Program, not to exceed $8 million in the aggregate, may consist of (i) $5 million in the aggregate for the fiscal year 2021, (ii) $1.5 million in the aggregate for the first fiscal quarter of 2022 and (iii) $1.5 million in the aggregate for the second fiscal quarter of 2022. Up to 50% of the award amounts may be paid immediately following the merger, and the remainder of the awards may be payable 3 months following the merger, subject to the recipient’s continued employment through the payment date, with accelerated payments in the event of an employee’s involuntary termination without cause or for good reason. Individual awards to be made under the Retention Program will be determined by Ferro’s CEO with respect to non-executive officers and by Ferro’s Compensation Committee for executive officers. As of June 30, 2021, no retention awards have been granted to Ferro’s executive officers under the Retention Program.

Directors’ and Officers’ Indemnification and Insurance

From the effective date through the sixth anniversary of the effective date, the surviving corporation will, and Prince will cause the surviving corporation to, indemnify and hold harmless each present (as of the effective date) and former director and officer of Ferro or any of its subsidiaries (in each case, when acting in such capacity), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal, arising out of, relating to or in connection with the fact that such person is or was a director or officer of Ferro or any of its subsidiaries or serving in such capacity at the request thereof or any acts or omissions occurring or alleged to occur before the effective time in such person’s capacity as a director or officer of Ferro or any of its subsidiaries or serving in such capacity at the request thereof, whether asserted or claimed before, at or after the effective time, to the fullest extent that Ferro would have been permitted under Ohio law

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and its articles of incorporation and code of regulations in effect on the date of the merger agreement to indemnify such Person (and Prince or the surviving corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any proceeding to the fullest extent permitted under applicable law, Ferro’s articles of incorporation, Ferro’s Code of Regulations or the certificate of incorporation, articles of incorporation and bylaws, or equivalent organizational documents, of any subsidiary; provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification pursuant to the terms of the merger agreement). In the event of any such proceeding (x) neither Prince nor the surviving corporation will settle, compromise or consent to the entry of any judgment in any proceeding in which indemnification could be sought by such indemnified party hereunder, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such proceeding or such indemnified party otherwise consents, and (y) the surviving corporation will reasonably cooperate in the defense of any such matter. In the event any proceeding is brought against any indemnified party and in which indemnification could be sought by such indemnified party, (i) the surviving corporation will have the right to control the defense thereof after the effective date, (ii) each indemnified party will be entitled to retain his or her own counsel, whether or not the surviving corporation will elect to control the defense of any such proceeding, (iii) the surviving corporation will pay all reasonable fees and expenses of any counsel retained by an indemnified party promptly after statements therefor are received, whether or not the surviving corporation will elect to control the defense of any such proceeding, and (iv) no indemnified party will be liable for any settlement effected without his or her prior express written consent. The provisions in the surviving corporation’s articles of incorporation and code of regulations with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers will be no less favorable to such directors and officers than such provisions contained in Ferro’s articles of incorporation and code of regulations in effect as of May 11, 2021, which provisions will not be amended, repealed or otherwise modified for a period of six years after the effective time in any manner that would adversely affect the rights thereunder of any such individuals.

At Prince’s option, Ferro will purchase from insurance carriers with comparable credit ratings, no later than the effective time, a six-year prepaid “tail policy” providing at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured than the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Ferro and its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time, including the transactions contemplated by the merger agreement, and from insurance carriers having at least an “A” rating by A.M. Best with respect to directors’ and officers’ liability insurance; provided, however, that after the effective time, Prince and the surviving corporation will not be required to pay in the aggregate for such coverage under each such policy more than 300% of the last annual premium paid by Ferro before May 11, 2021 in respect of the coverage required to be obtained pursuant hereto under each such policy, but in such case will purchase as much coverage as reasonably practicable for such amount. In the event Ferro elects to purchase such a “tail policy”, the surviving corporation will (and Prince will cause the surviving corporation to) maintain such “tail policy” in full force and effect and continue to honor their respective obligations thereunder. Prince agrees to honor and perform under, and to cause the surviving corporation to honor and perform under, all indemnification agreements entered into by Ferro or any of its subsidiaries with any indemnified party which are in effect as of the date of the merger agreement.

Quantification of Potential Merger-Related Payments to Named Executive Officers

The following table, “Golden Parachute Compensation,” along with its footnotes, shows the disclosure required by Item 402(t) of Regulation S-K regarding the amounts of payments and benefits payable to Ferro’s named executive officers that are based on or otherwise relate to the merger. The amounts detailed below assume that the merger occurred on March 1, 2022 and, where applicable, the named executive officer’s employment was terminated by Ferro without “cause” or by the named executive officer for “good reason” on such date. The table below takes into account each named executive officer’s equity awards outstanding as of June 30, 2021 which are expected to remain unvested through March 1, 2022. The actual amounts payable will depend on the

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effective time of the merger and the date of such termination, as applicable. More detail on the payments and benefits are set forth above in this section of this proxy statement.

The information contained in the following table and accompanying footnotes are subject to a non-binding, advisory vote of Ferro’s shareholders, as described under the section titled “Advisory Vote on Named Executive Officer Merger-Related Compensation Proposal (Proposal 2)” beginning on page 94.

Golden Parachute Compensation

Name	Cash(1) ($)		Equity(2) ($)		Perquisites / Benefits(3) ($)		Tax Reimbursements(4) ($)		Other ($)		Total ($)
Peter Thomas		6,166,667		7,071,956		1,044,511		0		0		14,283,134
Benjamin Schlater		1,704,167		1,553,839		291,225		0		0		3,549,231
Mark Duesenberg		1,619,981		1,180,086		322,469		0		0		3,122,536
Total		9,490,815		9,805,881		1,658,205		0		0		20,954,901

(1) The amounts in this column reflect (x) the cash severance equal to 2 (in the case of Messrs. Duesenberg and Schlater) or 3 (in the case of Mr. Thomas) times the sum of (i) the executive’s base salary and (ii) the executive’s target bonus amount, payable in a lump sum, to which the executive would be entitled assuming that the merger occurred on March 1, 2022 and the executive’s employment was terminated by us without “cause” or by the executive for “good reason” on that date, as described under “—Change in Control Agreements” above, (y) a bonus payout in a lump sum amount generally equal to the pro-rata target bonus for the calendar year in which the termination occurs and, if previously unpaid, the targeted annual bonus amount for the preceding year, as described under “—Change in Control Agreements” above. The cash severance arrangements described above are double-trigger (i.e., they become payable only upon a termination following or otherwise in connection with a change in control, rather than solely as a result of a change in control (i.e., single-trigger)), with the exception of Mr. Duesenberg, who has a “modified single trigger” provision in his change of control agreement that allows him to quit for any reason during the 90-day period commencing on the first anniversary of a change in control and still receive the change in control termination benefits.

(2) The equity amounts reported in the table for each named executive officer represent the aggregate amounts related to unvested stock options, RSUs and PSUs, which will be paid out on a single trigger basis upon the occurrence of a change in control. The value attributable to the acceleration of unvested equity awards is based on the merger consideration of $22 per share and assumed target level performance in the case of the PSUs.

(3) The amounts reflected in this column include (i) medical benefits, which continue for either 24 (in the case of Messrs. Duesenberg and Schlater) or 36 (in the case of Mr. Thomas) months following the termination date in accordance with the provisions in the respective Change in Control Agreements; (ii) 2 (in the case of Messrs. Duesenberg and Schlater) or 3 (in the case of Mr. Thomas) years of additional accruals under the named executive’s defined benefit and defined contribution retirement plans; (iii) $50,000 in outplacement assistance; and (iv) $5,000 in tax advice. These amounts are double-trigger benefits (other than with respect to Mr. Duesenberg, as described above).

(4) Mr. Duesenberg’s Change in Control Agreement (but not the agreements for Messrs. Thomas and Schlater) provides for a potential gross-up on any excise taxes imposed under Section 280G of the Internal Revenue Code. Based on the assumptions described above, we do not believe that any such excise taxes would in fact be imposed on Mr. Duesenberg and, accordingly, we do not anticipate any gross up payment being made.

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Financing of the Merger

We anticipate that the total funds needed to complete the merger (including the funds necessary to pay the aggregate merger consolidation, repay or redeem any indebtedness to be repaid or redeemed by the Company and its subsidiaries pursuant to the merger agreement and pay all fees, repay or redeem certain indebtedness to be repaid or redeemed by Prince and Chromaflo, costs and expenses required to be paid by Prince or Merger Sub at or prior to the closing of the merger in connection with the transactions contemplated by the merger agreement), which would be approximately $3.42 billion, which will be funded through a combination of the following:

• cash equity commitments by AS in an aggregate amount up to $200 million on the terms and subject to the conditions set forth in the equity commitment letter, as further described in the section entitled “—Equity Financing” beginning on page 61;

• debt financing commitments from the debt commitment parties consisting of a $325 million first lien revolving facility, a $1.945 billion first lien term facility, $500 million in first lien secured notes and $756 million in senior unsecured notes, as further described in the section entitled “—Debt Financing” beginning on page 62.

The consummation of the merger is not conditioned upon Prince obtaining the proceeds of any financing.

Equity Financing

Prince is a party to an equity commitment letter, pursuant to which AS has committed, upon the terms and subject to the conditions of the equity commitment letter, to make available to Prince up to $200 million of equity financing. The equity financing is comprised of (i) $105,546,000 commitment by American Securities Partners VII, LP, (ii) a $91,962,000 commitment by American Securities Partners VII(B), LP and (iii) a $2,492,00 commitment by American Securities Partners VII(C), LP (together with American Securities Partners VII, LP and American Securities Partners VII(B), LP, collectively, “Investors”), in each case, on the terms and subject to the conditions set forth in the equity commitment letter.

In the event Prince fails to make certain required payments pursuant to the merger agreement, each Investor, subject to conditions set forth in the equity commitment letter, commits to provide Prince with immediately available funds in an amount equal to their pro rata commitments as set forth above, solely for the purposes of funding the amounts required to be funded by Prince, but which have not been funded by Prince, pursuant to the merger agreement and to pay the fees and expenses contemplated to be paid by Prince under the merger agreement, or to make payments necessary to satisfy any applicable minimum commitment conditions set forth in the debt financing letter that are to be satisfied by Prince or Merger Sub at or prior to the closing.

The obligation of each Investor to fund its pro rata commitment is subject to the terms, conditions and limitations set forth in the merger agreement and the equity commitment letter, which conditions include: (i) the satisfaction or waiver by Prince or Merger Sub of all conditions precedent set forth in the merger agreement to Prince’s and Merger Sub’s obligations to effect the closing (other than those conditions that by their nature are to be satisfied at the closing, but subject to the prior or substantially concurrent satisfaction or written waiver of such conditions), (ii) the substantially simultaneous funding of (x) the debt financing at or prior to the closing if the equity financing is funded at the closing or (y) any alternative financing that Prince accepts from alternative sources pursuant to the merger agreement and (iii) the substantially simultaneous consummation of the transactions contemplated by the merger agreement in accordance with its terms.

The obligation of each Investor to fund the equity financing will terminate automatically and immediately upon the earliest to occur of (i) the closing and the payment of the merger consideration, (ii) the valid termination of the merger agreement in accordance with its terms (unless Ferro shall have previously commenced an action pursuant to the equity commitment letter, in which case the obligation to fund such equity financing will terminate upon the satisfaction by such Investor of any obligations finally determined or agreed to be owed by such Investor), or (iii) other than for certain non-prohibited claims set forth in the equity commitment letter, the

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assertion by Ferro or its affiliates of any claim against any Investor or any Investor related party in connection with the equity commitment letter or the merger agreement.

Each of the Investors, severally and not jointly, agrees and commits to pay to Ferro or its designees (as directed by Ferro) immediately available funds in an amount equal to such Investor’s pro rata share of (i) if Prince is obligated to pay the parent reverse termination fee of $93.43 million in accordance with the terms of the merger agreement, in the case of any failure by Prince to pay such fee when due, (x) the parent reverse termination fee, plus (y) any cost, expenses, or other amount required to be paid or reimbursed by Prince, as applicable, pursuant to the merger agreement, less (z) any amounts set forth in clauses (x) and (y) that are paid by Prince and (ii) if Prince is obligated to pay the parent regulatory termination fee of $93.43 million or, in certain circumstances as set forth in the merger agreement, $50 million, in accordance with the terms of the merger agreement, in the case of any failure by Prince to pay such fee when due, (x) the parent regulatory termination fee, plus (y) any cost, expenses, or other amount required to be paid or reimbursed by Prince, as applicable, pursuant to the merger agreement, less (z) any amounts set forth in clauses (x) and (y) that are paid by Prince (such amounts under clauses (i) and (ii), collectively, the “Termination Obligations,” and with respect to each Investor, such Investor’s “Termination Commitment”)

The obligation of each Investor to fund the equity financing will terminate automatically and immediately upon the earliest to occur of (i) the closing and the payment of the merger consideration, (ii) 90 days following the valid termination of the merger agreement unless prior to such date (A) the Company shall have delivered a written notice with respect to any Termination Obligations and (B) the Company shall have commenced an action against any Investor, Prince or Merger Sub alleging such Termination Obligations are due and owing, (iii) the date that all Termination Obligations, if applicable, have been performed and satisfied in full or (iv) other than with respect to certain non-prohibited claims set forth in the equity commitment letter, the assertion by Ferro or any of its affiliates of any claim against any Investor or any Investor related party in connection with the equity commitment letter or the merger agreement.

Pursuant to the terms and conditions of the merger agreement, Prince and Merger Sub will use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the equity financing on terms and conditions contemplated by the equity commitment letter.

Ferro has the right to enforce Prince’s right to cause the equity financing to be funded by AS as a third party beneficiary solely to the extent Ferro is entitled to specific performance under the merger agreement to enforce Prince’s right to cause the equity financing to be funded (see section entitled “The Merger Agreement—Specific Performance”).

Debt Financing

In connection with the merger, Prince has obtained a commitment letter, dated May 11, 2021 (as amended, the “debt commitment letter”), from Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch and Credit Suisse Loan Funding LLC (collectively, the “debt commitment parties”) to provide, severally but not jointly, upon the terms and conditions set forth in the debt commitment letter, acquisition debt financing in an aggregate amount of $3.526 billion, consisting of a $325 million first lien revolving facility, a $1.945 billion first lien term facility, $500 million in first lien secured notes and $756 million in senior unsecured notes (collectively, the “debt financing”).

The proceeds of the debt financing will be used (i) to pay the consideration for the merger, (ii) to repay in full all outstanding indebtedness of (x) Prince and its subsidiaries under Prince’s existing first lien credit agreement and second lien credit agreement, (y) certain affiliates of Chromaflo under Chromaflo’s existing first lien credit agreement and second lien credit agreement and (z) Ferro and its subsidiaries under Ferro’s existing credit facility and existing term loans (clauses (x) through (z) constituting, collectively, the “Refinancing”),

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(iii) to pay the fees, costs and expenses related to the merger and the refinancing of Ferro’s existing credit facility and existing term loans and (iv) for working capital and general corporate purposes.

The obligations of the debt commitment parties to provide the debt financing under the debt commitment letter are subject to a number of conditions, including:

• the substantially simultaneous completion of the merger in accordance with the merger agreement without giving effect to certain material amendments or waivers absent the consent of the applicable debt commitment parties,

• the delivery of certain customary closing deliverables (including, but not limited to, a solvency certificate in agreed form),

• the delivery of the “required information” (as defined in the merger agreement), including certain audited, unaudited and pro forma financial statements,

• that no event or development shall have occurred that would constitute a “material adverse effect” (as defined in the merger agreement),

• that the specified representations and certain representations and warranties in the merger agreement material to the interests of the lenders will be true and correct to the extent required by the debt commitment letter,

• the consummation of the refinancing of Ferro’s existing credit facility and existing term loans prior to, or substantially concurrently with, the initial borrowings under the debt facilities set forth in the debt commitment letter,

• the substantially simultaneous completion of the Refinancing,

• payment of all applicable invoiced fees and expenses,

• the execution of certain definitive debt documentation consistent with the applicable debt commitment letters, including definitive documentation to perfect the administrative agent’s security interest in the collateral as provided in the debt commitment letter,

• solely with respect to the senior bridge facility or the unsecured bridge facility, as applicable, that one or more investment banks reasonably satisfactory to the lead arrangers of such facilities have been engaged to do a private offering,

• solely with respect to the senior bridge facility or the unsecured bridge facility, the completion of the required marketing period, and

• the receipt of documentation and other information about the borrowers and guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act and the Beneficial Ownership Regulation).

The obligations of the respective debt commitment parties to provide the debt financing under the debt commitment letter will terminate at the earlier of (i) five business days after the end date (as defined in, and subject to the extension thereof in accordance with the merger agreement), (ii) the date on which the merger agreement is terminated (other than with respect to ongoing indemnities, confidentiality provisions and similar provisions) in accordance with its terms in the event the merger is not consummated, (iii) the consummation of the merger without the use of the applicable credit facilities, (iv) the closing date and (v) the date Prince delivers a notice of termination of the commitments under any credit facility.

Prince and Merger Sub are required under the merger agreement to use reasonable best efforts to take all actions and do all things necessary, proper or advisable to arrange and consummate the debt financing on the terms and conditions contemplated by the debt commitment letter. In the event that any portion of the debt financing becomes unavailable on the terms and conditions of the debt commitment letter (other than in certain

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specified circumstances), Prince shall use its reasonable best efforts to (i) obtain alternative debt financing sufficient to pay in cash all amounts required to be paid in connection with the transactions contemplated by the merger agreement and (ii) obtain new financing commitment letters that would provide for debt financing (A) on terms not materially less beneficial to Prince than those contemplated in the debt commitment letter, (B) involve (or expand upon) any conditions to funding of the debt financing that are not contained in the debt commitment letter, (C) reasonably be expected to prevent, materially impede, or delay the consummation of the transactions contemplated by the merger agreement. The documentation governing the debt financing contemplated by the debt commitment letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement.

Regulatory Clearances and Approvals Required for the Merger

U.S. Antitrust

Under the HSR Act, we cannot complete the merger until we have given notification and furnished information to the FTC and the DOJ, and until the applicable waiting period has expired or has been terminated. On May 26, 2021, Ferro and Prince each filed a premerger notification and report form under the HSR Act, resulting in an initial waiting period ending on June 28, 2021, at 11:59 p.m., Eastern Time. Ferro and Prince voluntarily withdrew the premerger notification and report form on June 25, 2021 and then refiled on June 29, 2021. Accordingly, the waiting period under the HSR Act will expire on July 29, 2021, at 11:59 p.m., Eastern Time, unless earlier terminated or extended by a request for additional information and documentary material from the FTC.

Foreign Antitrust

Pursuant to conditions to the consummation of the merger set forth in the merger agreement, the parties are seeking governmental antitrust or merger control approvals in specified jurisdictions, including the European Union and China, as well as others.

Foreign Investment

In addition, pursuant to conditions to the consummation of the merger set forth in the merger agreement, the parties are seeking foreign investment approvals in specified jurisdictions.

General

Under the merger agreement, Ferro, Prince and Merger Sub have agreed to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary and proper under applicable laws and regulations in a timely manner as are necessary to consummate and make effective the transactions contemplated by the merger agreement and to cause the conditions to the merger to be satisfied, including to obtain all necessary actions or non-actions, consents and approvals from governmental authorities or other third parties. Subject to certain limitations, Prince will take, or cause to be taken (including by its subsidiaries or controlled affiliates), any and all steps necessary or proper to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by the merger agreement under any antitrust and foreign investment laws or (y) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, or make unlawful the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions no later than the outside date, including undertaking certain Regulatory Remedies (as defined in the merger agreement). Notwithstanding anything to the contrary in the merger agreement, Prince shall have no obligation to undertake any such Regulatory Remedy that would constitute a Non-Required Remedy (as defined in the merger agreement).

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Further, Ferro shall effectuate or agree to effectuate a Regulatory Remedy if requested to do so by Prince and shall not effectuate or agree to effectuate a Regulatory Remedy without the prior written consent of Prince. Nothing in the merger agreement shall require Prince, Prince Group, or Ferro to effectuate or agree to effectuate any Regulatory Remedy unless such Regulatory Remedy is conditioned upon the closing and only effective following the closing.

While we have no reason to believe it will not be possible to obtain regulatory approvals in a timely manner, there is no certainty that these approvals will be obtained within the period of time contemplated by the merger agreement, if at all.

The approval of any regulatory application or completion of regulatory review merely implies the satisfaction of certain regulatory criteria, which do not include review of the merger from the standpoint of the adequacy of the consideration to be received by Ferro shareholders. Further, regulatory approvals or reviews do not constitute an endorsement or recommendation of the merger.

Litigation Related to the Merger

As of the date of this definitive proxy statement, three lawsuits challenging the merger have been filed against Ferro and the Board. The first lawsuit, captioned Stein v. Ferro Corporation et al., 1:21-cv-05959-AKH, was filed in the U.S. District Court for the Southern District of New York on July 12, 2021. The second lawsuit, captioned Fawkes v. Ferro Corporation et al., 1:21-cv-06112, was filed in the U.S. District Court for the Southern District of New York on July 16, 2021. The third lawsuit, captioned Whitfield v. Ferro Corporation et al., 1:21-cv-13750-CCC-LDW, was filed in the U.S. District Court for the District of New Jersey on July 16, 2021. The complaints filed in these lawsuits allege, among other things, that the defendants caused a materially incomplete and misleading preliminary proxy statement to be filed with the SEC in violation of Sections 14(a) and 20(a) of the Exchange Act. Ferro and the Board believe these lawsuits are without merit and intend to defend against them vigorously.

Material U.S. Federal Income Tax Consequences of the Merger

The exchange of Ferro common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 99) whose shares of Ferro common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares.

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 99 and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Delisting and Deregistration of Ferro Common Stock

As promptly as practicable following the completion of the merger, the Ferro common stock currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

Dissenters’ Rights

Under Ohio law, if the merger agreement is adopted by Ferro’s shareholders, Ferro shareholders who do not vote in favor of the adoption of the merger agreement and who properly demand payment of fair cash value of

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their shares are entitled to certain dissenters’ rights pursuant to Sections 1701.84 and 1701.85 of the OGCL. Section 1701.85 generally provides that Ferro shareholders will not be entitled to such rights without strict compliance with the procedures set forth in Section 1701.85, and failure to timely take any one of the required steps may result in the termination or waiver of such rights. Specifically, any Ferro shareholder who is a record holder of Ferro common stock on July 15, 2021, the record date for the special meeting, and whose shares are not voted in favor of the adoption of the merger agreement may be entitled to be paid the “fair cash value” of such shares after the completion of the merger in lieu of any applicable merger consideration.

To perfect dissenters’ rights, a dissenting shareholder must satisfy each of the following conditions and otherwise comply with Section 1701.85 of the OGCL:

• Must be a shareholder of record. A dissenting shareholder must be a record holder of the shares as to which such shareholder seeks to exercise dissenters’ rights on the record date. Because only share-holders of record on the record date may exercise dissenters’ rights, any person or entity who beneficially owns shares that are held of record by a bank, broker, trust, fiduciary, the Ferro 401(k) Plan, nominee or other holder and who desires to exercise dissenters’ rights must, in all cases, instruct the record holder of the shares to satisfy all of the requirements outlined under Section 1701.85 of the OGCL. Ferro may make a written request for evidence of authority if the dissenting demand is executed by a signatory who was designated and approved by the shareholder. The shareholder must provide the evidence within a reasonable time to Ferro but not sooner than 20 days after receipt of Ferro’s written request.

• Must not vote in favor of adopting the merger agreement. A dissenting shareholder must not vote his, her or its shares in favor of the adoption of the merger agreement at the special meeting. Failing to vote does not waive a dissenting shareholder’s dissenters’ rights. However, a proxy submitted but not marked to specify voting instructions will be voted in favor of the adoption of the merger agreement and will be deemed a waiver of dissenters’ rights. A dissenting shareholder may revoke his, her or its proxy at any time before its exercise by filing with Ferro an instrument revoking it, delivering a duly executed proxy bearing a later date, voting by telephone or via the Internet at a later date than the date of the previous proxy or by attending and giving notice of the revocation of the proxy at the special meeting.

• Must file a written demand. A dissenting shareholder must deliver a written demand for payment of the fair cash value of such shareholder’s shares to Ferro prior to the shareholder vote on the merger agreement at the special meeting (a “written demand”). Any written demand must specify the shareholder’s name and address, the number and class of the shares held by the shareholder on the record date, and the amount claimed by the shareholder as the fair cash value of the dissenting shares. Voting against the merger agreement is not a written demand as required under Section 1701.85 of the OGCL. Because the written demand must be delivered to Ferro prior to the shareholder vote at the special meeting, it is recommended, although it is not required, that a shareholder use certified or registered mail, return receipt requested, to confirm that the shareholder has made a timely delivery.

• Upon request, must deliver certificates for placement of a legend. If Ferro sends a request to a dissenting shareholder at the address specified in the written demand for the certificates representing the dissenting shares, the dissenting shareholder, within 15 days from the date on which Ferro sends such request, must deliver to Ferro the certificates requested so that Ferro may endorse on them a legend to the effect that demand for the fair cash value of such shares has been made. Such a request is not an admission by Ferro that a dissenting shareholder is entitled to relief. Ferro will promptly return the endorsed share certificates to the dissenting shareholder. At the option of Ferro, a dissenting shareholder who fails to deliver his, her or its share certificates upon request from Ferro may have his, her or its dissenters’ rights terminated upon de-livery by Ferro of written notice to such dissenting shareholder within 20 days after the lapse of the 15-day period, unless a court for good cause shown otherwise directs.

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Ferro and a dissenting shareholder may come to an agreement as to the fair cash value of the dissenting shares. If Ferro and the dissenting shareholder cannot agree upon the fair cash value of the dissenting shares, then either Ferro or the dissenting shareholder may, within three months after service of the written demand by the dissenting shareholder, file a complaint in the Court of Common Pleas of Cuyahoga County, Ohio for a determination of whether the dissenting shareholder is entitled to be paid the fair cash value of any shares and, if so, the number and class of such shares. The complaint must contain a brief statement of the facts, including the vote and the facts entitling the dissenting shareholder to the relief demanded. If the court finds the dissenting shareholder is entitled to be paid the fair cash value of any dissenting shares, the court may appoint one or more appraisers to receive evidence and recommend a decision on the amount of the fair cash value. The court will then make a finding as to the fair cash value of a share and will render judgment against Ferro for the payment of it. Interest on the fair cash value and the costs of the proceeding, including reasonable compensation to the appraisers to be fixed by the court, will be assessed as the court considers equitable.

Fair cash value for purposes of Section 1701.85 of the OGCL is the amount that a willing seller who is under no compulsion to sell would be willing to accept and that a willing buyer who is under no compulsion to purchase would be willing to pay, but in no event will the fair cash value exceed the amount specified in the written demand of the dissenting shareholder. The fair cash value is to be determined as of the day prior to the vote of Ferro’s shareholders on the adoption of the merger agreement. For shares listed on a national securities exchange (such as the NYSE, on which the Ferro common stock is currently listed), the fair cash value will be the closing sale price of the shares as of the close of trading on the day before the vote of Ferro’s shareholders on the adoption of the merger agreement. Investment banker opinions to company boards of directors regarding the fairness from a financial point of view of the consideration payable in a transaction, such as the merger, are not opinions regarding, and do not address, “fair cash value” under Section 1701.85. Shareholders holding Ferro common stock considering seeking payment of fair cash value of their shares should be aware that the “fair cash value” of their shares as determined pursuant to Section 1701.85 of the OGCL could be more than, the same as, or less than the value of the consideration they would receive pursuant to the merger if they did not seek payment of fair cash value of their shares.

Unless a dissenting shareholder’s rights to receive the fair cash value of its shares is terminated, payment of the fair cash value must be made within 30 days after the later of the final determination of such value or the effective time of the merger. Such payment must be made only upon simultaneous surrender to Ferro of the dissenting shareholder’s share certificates for which such payment is made.

A dissenting shareholder’s rights to receive the fair cash value of his, her or its shares will automatically terminate if:

• the dissenting shareholder has not complied with Section 1701.85 of the OGCL, unless the Board waives such non-compliance;

• the merger is abandoned or is finally enjoined or prevented from being carried out, or Ferro shareholders rescind their adoption of the merger agreement;

• the dissenting shareholder withdraws his, her or its demand with the consent of the Board; or

• the dissenting shareholder and Ferro have not agreed on the fair cash value per share and neither has filed a timely complaint in the Court of Common Pleas of Cuyahoga County, Ohio within three months after the dissenting shareholder delivered a written demand.

All rights accruing to holders of shares, including voting and dividend or distribution rights, are suspended from the time a dissenting shareholder submits a written demand with respect to any dissenting shares until the termination or satisfaction of the rights and obligations of the dissenting shareholder and Ferro arising from the written demand or the purchase of the shares by Ferro. During this period of suspension, any dividend or distribution paid on the dissenting shares will be paid to the record owner as a credit upon the fair cash value thereof. If dissenters’ rights are terminated other than by purchase by Ferro of the dissenting shares, then at the

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time of termination all rights will be restored and all distributions that would have been made, but for suspension, will be made.

If you wish to exercise your dissenters’ rights, you should carefully review the text of Sections 1701.84 and 1701.85 of the OGCL set forth in Annex C to this proxy statement and consider consulting your legal advisor.

If you fail to timely and properly comply with the requirements of Sections 1701.84 and 1701.85 of the OGCL, your dissenters’ rights will be lost. To exercise such dissenters’ rights with respect to your shares, you must:

• NOT vote your shares in favor of the adoption of the merger agreement;

• deliver to Ferro a written demand for appraisal of your shares before the taking of the vote on the proposal to adopt the merger agreement at the special meeting, as described further below;

• continuously hold your shares through the effective time of the merger; and

• otherwise comply with the procedures set forth in Sections 1701.84 and 1701.85 of the OGCL.

All written demands for appraisal should be addressed to Ferro Corporation, 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124. Such demand must specify the shareholder’s name and address, that the shareholder intends thereby to demand dissenters’ rights of such shareholder’s shares, the number and class of Ferro shares held by such shareholder on the record date and the amount claimed by such shareholder as the fair cash value of the dissenting shares. Voting against the merger agreement is not a written demand as required under Section 1701.85 of the OGCL.

If a dissenting holder of Ferro common stock withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Ferro common stock shall cease, and such holder’s Ferro common stock shall be deemed to be converted into the right to receive the merger consideration.

The foregoing description of the procedures to be followed in exercising dissenters’ rights available to shareholders holding Ferro common stock pursuant to Sections 1701.84 and 1701.85 of the OGCL may not be complete and is qualified in its entirety by reference to the full text of Sections 1701.84 and 1701.85 of the OGCL, which is attached as Annex C to this proxy statement and incorporated herein by reference. The foregoing summary does not constitute any legal or other advice and does not constitute a recommendation that shareholders exercise their dissenters’ rights under the OGCL.

Failure to comply strictly with all of the procedures set forth in Sections 1701.84 and 1701.85 of the OGCL may result in the loss of a shareholder’s dissenters’ rights.

In view of the complexity of Sections 1701.84 and 1701.85 of the OGCL, Ferro shareholders who may wish to pursue dissenters’ rights should consult their legal and financial advisors.

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THE MERGER AGREEMENT

The following discussion sets forth the principal terms of the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the merger agreement. You are encouraged to read the merger agreement carefully in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Ferro contained in this proxy statement or in Ferro’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Ferro contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by Ferro, Prince and Merger Sub were qualified and subject to important limitations agreed to by Ferro, Prince and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue, due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, and were not intended by the parties to the merger agreement to be a characterization of the actual state of facts or condition of Ferro, Prince or Merger Sub, except as expressly stated in the merger agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the respective public filings made by each of Ferro or Prince with the SEC.

Additional information about Ferro may be found elsewhere in this proxy statement and Ferro’s other public filings. See “Where You Can Find More Information” beginning on page 103 of this proxy statement.

When the Merger Becomes Effective

The closing of the merger will take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, at 9:00 a.m. (New York City time) on the 3^rd business day after the satisfaction or (to the extent permitted by law) waiver of the conditions set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or (to the extent permitted by law) waiver of such conditions), unless another time, date or place is agreed to in writing by Ferro, Merger Sub and Prince; provided, that if the marketing period (as defined in the merger agreement) has not ended as of such date, the closing shall occur on the earlier of (i) a date during the marketing period specified by Prince in writing on no fewer than three business days’ notice to Ferro, and (ii) the third business day immediately following the last day of the marketing period, in each case, subject to the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in merger agreement (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions).

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Concurrently with the closing, Ferro will cause to be filed an appropriate, executed certificate of merger with respect to the merger with the Delaware Secretary of State as provided under the General Corporation Law of Delaware (the “DGCL”) and with the Ohio Secretary of State as provided under the OGCL. The merger will become effective upon the filing of such certificate of merger, or at such later date and time as is agreed by Prince and Ferro and specified in such certificate of merger.

Structure of the Merger; Articles of Incorporation; Code of Regulations; Directors and Officers

Upon the terms and conditions of the merger agreement, at the effective time, Merger Sub will merge with and into Ferro and the separate corporate existence of Merger Sub will cease, with Ferro continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of Prince. At the effective time, the articles of incorporation of Ferro as in effect immediately prior to the effective time, will, by virtue of the merger, be the articles of incorporation of the surviving corporation until thereafter amended. At the effective time, the code of regulations of Ferro as in effect immediately prior to the effective time, will, by virtue of the merger, be the code of regulations of the surviving corporation until thereafter amended. From and after the effective time, the directors of Merger Sub immediately before the effective time will be the initial directors of, and the officers of Ferro immediately before the effective time will be the initial officers of, the surviving corporation and, in each case, will hold office until their respective successors are duly elected, designated or qualified, or until their earlier death, resignation or removal, in accordance with the surviving corporation’s articles of incorporation and code of regulations.

Effect of the Merger on Ferro Common Stock

At the effective time, each share of Ferro common stock issued and outstanding immediately prior to the effective time (other than cancelled shares and dissenting shares) will be converted into the right to receive the merger consideration. From and after the effective time, such Ferro common stock will no longer be outstanding and will automatically be cancelled, and will cease to exist, and each holder of certificates or book-entry shares, which immediately prior to the effective time represented such Ferro common stock, will cease to have any rights with respect thereto, except the right to receive, upon surrender of such certificates or book-entry shares, the merger consideration.

At the effective time, any shares of Ferro common stock that are cancelled shares will automatically be cancelled and retired and will cease to exist, and no consideration or payment will be delivered in exchange for such shares.

The merger consideration will be adjusted appropriately to reflect the effect of any reclassification, recapitalization, exchange, stock split (including reverse stock split) or combination or readjustment of shares or any similar event or any stock dividend or stock distribution with a record date occurring on or after May 11, 2021 and prior to the effective time.

Treatment of Ferro Equity Awards

Options. Each outstanding and unexercised option to purchase shares (an “Option”) will be cancelled and converted into the right to receive a cash payment (without interest) equal to (i) the total number of shares subject to such Option multiplied by (ii) the excess, if any, of the merger consideration over the exercise price per share under such Option, less any applicable withholding taxes required to be withheld by applicable law.

Restricted Stock Units (“RSUs”) and Share Units. Each outstanding RSU and Share Unit will be cancelled and converted into the right to receive a cash payment (without interest) equal to (i) the total number of shares subject to such RSU or Share Unit, multiplied by (ii) the merger consideration, less any applicable withholding taxes required to be withheld by applicable law.

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Performance Share Units (“PSUs”). Each outstanding PSU will be cancelled and converted into the right to receive a cash payment equal to (i) the number of shares subject to such PSU, calculated based on the greater of (A) actual performance against goals as set forth in the terms of such PSU, and (B) the target level performance over the entire performance period, multiplied by (ii) the merger consideration, less any applicable withholding taxes required to be withheld by applicable law. For purposes of measuring actual performance with respect to the PSUs, (i) any performance measures related to total shareholder return shall be calculated by, first, determining the volume weighted average closing trading price of Ferro’s (or relevant peer group’s) common stock over the thirty trading days commencing on the first trading day occurring after the date of public announcement of the merger agreement, and then, second, using such average prices as the “ending prices” for purposes of calculating relative total shareholder return (with the resulting relative total shareholder return calculations as of the last day of such thirty trading day period being substituted as the total shareholder return criteria for such PSU) and (ii) any performance measures related to goals other than total shareholder return shall be calculated based on the actual performance results through the date of the merger extrapolated through the duration of the relevant performance periods.

Payment for Ferro Common Stock

Prior to or at the effective time, Prince will deposit, or cause to be deposited, with a paying agent designated by Prince that is reasonably acceptable to Ferro, cash in an amount sufficient to pay the aggregate merger consideration.

Promptly after the effective time (and in any event within three business days after the effective time), Prince will cause the paying agent to mail to each holder of record of certificates that immediately prior to the effective time represented outstanding shares of Ferro common stock and each holder of record of shares of Ferro common stock held in book-entry form (i) transmittal materials, including a letter of transmittal, which will specify that delivery of certificates will be effected, and risk of loss and title to the certificates will pass only upon proper delivery of the certificates (or affidavits of loss in lieu thereof) to the paying agent and will be in a form and have such other customary provisions as Prince and Ferro may reasonably agree, and (ii) instructions for effecting the surrender of the certificates in exchange for cash in an amount equal to the merger consideration multiplied by the number of shares of Ferro common stock previously represented by such certificates.

Upon surrender of a certificate (or an affidavit of loss in lieu thereof) for cancellation to the paying agent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the paying agent, the holder of such certificate will be entitled to receive in exchange therefor as promptly as reasonably practicable cash in an amount equal to the merger consideration multiplied by the number of shares of Ferro common stock previously represented by such certificate and the certificate (or affidavit of loss in lieu thereof) so surrendered will be cancelled. Each book-entry share representing shares of Ferro common stock will automatically upon the effective time be entitled to receive, and Prince will cause the paying agent to pay and deliver in exchange therefor as promptly as reasonably practicable after the effective time, cash in an amount equal to the merger consideration multiplied by the number of shares of Ferro common stock previously represented by such book-entry share. The paying agent will accept such certificates (or affidavits of loss in lieu thereof) and make such payments and deliveries with respect to book-entry shares upon compliance with such reasonable terms and conditions as the paying agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or accrued for the benefit of holders of the certificates or book-entry shares on the cash payable upon the surrender or delivery thereof.

Representations and Warranties

The merger agreement contains representations and warranties made by Ferro to Prince and by Prince to Ferro. Certain of the representations and warranties in the merger agreement are subject to materiality or material adverse effect qualifications (that is, they will not be deemed to be inaccurate or incorrect unless their failure to

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be true or correct is material or would result in a material adverse effect on the party making such representation or warranty). In addition, certain of the representations and warranties in the merger agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain officers of the party making the representation did not have actual knowledge after reasonable inquiry. Furthermore, each of the representations and warranties is subject to the qualifications set forth on the disclosure letter delivered to Prince by Ferro, in the case of representations and warranties made by Ferro, and the disclosure letter delivered to Ferro by Prince, in the case of representations and warranties made by Prince, as well as the reports of Ferro filed with or furnished to the SEC during the period from January 1, 2019 through May 11, 2021 (excluding any disclosures set forth or referenced in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature).

In the merger agreement, Ferro has made representations and warranties to Prince, regarding:

• organization, good standing and qualification to do business of Ferro and its subsidiaries;

• organizational documents;

• capitalization;

• corporate authority and power with respect to the execution, delivery and performance of the merger agreement;

• the filings with governmental entities needed in connection with the execution, delivery and performance of the merger agreement or the consummation of the merger and the other transactions contemplated by the merger agreement;

• the absence of violations of, or conflicts with, Ferro’s or its subsidiaries’ organizational documents, applicable law and certain contracts as a result of the execution, delivery and performance of the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement;

• compliance with certain laws and regulations and Ferro’s licenses;

• the proper filing of reports with the SEC since January 1, 2019, the accuracy of the information contained in those reports, compliance with the requirements of certain laws and the design of its internal disclosure controls and procedures;

• the compliance with GAAP and SEC accounting rules and regulations with respect to financial statements included in or incorporated by reference in its SEC filings;

• the absence of certain undisclosed liabilities;

• certain material contracts;

• conduct of business in the ordinary course from December 31, 2020 through May 11, 2021;

• the absence of any event that would be reasonably expected to have a material adverse effect on Ferro from December 31, 2020;

• absence of certain litigation and governmental orders;

• employee benefits matters, including matters related to employee benefit plans;

• labor and employment matters;

• real property;

• insurance;

• tax matters;

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• information supplied by Ferro in connection with the proxy statement issued in connection with the special meeting;

• intellectual property;

• environmental matters;

• opinions of financial advisors;

• brokers and finders;

• inapplicability to the merger of state takeover statutes and anti-takeover provisions in Ferro’s organizational documents and Ferro’s termination of the Ferro rights plan;

• affiliate transactions; and

• the absence of other representations and warranties.

In the merger agreement, Prince and Merger Sub have made representations and warranties to Ferro regarding:

• organization, good standing and qualification to do business;

• corporate authority and power with respect to the execution, delivery and performance of the merger agreement;

• the filings with governmental entities needed in connection with the execution, delivery and performance of the merger agreement or the consummation of the merger and the other transactions contemplated by the merger agreement;

• the absence of violations of, or conflicts with, Prince’s, Merger Sub’s or their respective subsidiaries’ organizational documents, applicable law and certain contracts as a result of the execution, delivery and performance of the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement;

• Prince’s ownership of Merger Sub and absence of Merger Sub’s prior activities;

• absence of certain litigation;

• information supplied by Ferro in connection with the proxy statement issued in connection with the special meeting;

• availability of funds;

• brokers and finders; and

• debt and equity financing of the merger;

• Prince’s ownership of Ferro common stock;

• voting requirements;

• solvency of Prince and Merger Sub;

• arrangements with Ferro management or shareholders;

• the absence of other representations and warranties; and

• Prince and Merger Sub’s access to information.

For purposes of the merger agreement, a “material adverse effect” on Ferro means any event, development, change, effect or occurrence that, individually or in the aggregate with all other events, developments, changes, effects or occurrences that (x) prevents or materially impairs the ability of the parties to the merger agreement to

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consummate the merger or the other transactions contemplated by the merger agreement in accordance with the terms of the merger agreement or (y) has had or would reasonably be expected to have a material adverse effect on or with respect to the assets, business, results of operation or financial condition of Ferro and its subsidiaries taken as a whole, provided that, solely in the case of clause (y), no events, developments, changes, effects or occurrences relating to, arising out of or in connection with or resulting from any of the following shall be deemed, either alone or in combination with any of the following, to constitute or contribute to a material adverse effect or be taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur:

• general changes or developments in the economy or the financial, debt, capital, credit or securities markets or political, business or regulatory conditions in the United States or elsewhere in the world, including as a result of changes in geopolitical conditions;

• general changes or developments in the industries in which Ferro or its subsidiaries operate or where Ferro’s products or services are sold;

• changes or prospective changes in any applicable laws or regulations or applicable accounting regulations or principles or interpretation or enforcement thereof;

• any epidemic, pandemic or other outbreak of illness or disease or public health event (including COVID-19) or any COVID-19 measures or any changes, after May 11, 2021, in such COVID-19 measures or changes, after May 11, 2021, in the interpretation, implementation or enforcement thereof;

• the public announcement or pendency of the merger or other transactions contemplated by the merger agreement, including any impact thereof on relationships, contractual or otherwise, with customers, lessors, suppliers, vendors, investors, lenders, partners, distributors, financing sources, contractors or employees of Ferro and its subsidiaries, or the performance of the merger agreement and the transactions contemplated by the merger agreement, including compliance with the covenants set forth in the merger agreement and any action taken or omitted to be taken by Ferro at the written request of or with the written consent of Prince or Merger Sub;

• any actions expressly required under the merger agreement, including to obtain any approval or authorization under applicable antitrust or competition or other laws for the consummation of the merger;

• any hurricane, cyclone, tornado, earthquake, flood, tsunami, natural disaster, act of God or other comparable events or outbreak or escalation of hostilities or war (whether or not declared), military actions or any act of sabotage or terrorism, or national or international political or social conditions;

• any decline in the market price or trading volume of the shares or the credit rating of Ferro (provided that this exception shall not prevent or otherwise affect a determination that any effect underlying such change has resulted in, or contributed to, a material adverse effect if not otherwise falling within any of the other exceptions listed here); or

• any failure by Ferro to meet any published analyst estimates or expectations of Ferro’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by Ferro to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (provided that this exception shall not prevent or otherwise affect a determination that any effect underlying such failure has resulted in, or contributed to, a material adverse effect (if not otherwise falling within any of the other exceptions listed here));

• except in the cases of the first through fourth and the eighth exception listed above, to the extent that Ferro and its subsidiaries, taken as a whole, are adversely and disproportionately affected thereby as compared with similarly situated persons in the industries in which Ferro and its subsidiaries operate (in which case solely the incremental materially disproportionate impact or impacts may be taken into account in determining whether there has been or would reasonably be expected to be a material adverse effect).

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Conduct of Business Pending the Merger

The merger agreement provides that, subject to certain exceptions in the disclosure letter delivered by Ferro in connection with the merger agreement, and except as may be expressly required by the merger agreement, required by law, or with respect to certain COVID-19 measures (provided that Ferro keeps Prince reasonably informed of, and to the extent reasonably practicable, consults with Prince prior to taking of any material action with respect to such COVID-19 measures) or except as approved in writing by Prince (which approval may not be unreasonably withheld, conditioned or delayed), during the period from May 11, 2021 to effective time (or the date, if any, on which the merger agreement is terminated by its terms), (i) Ferro must use its commercially reasonable efforts to conduct the business of Ferro and its subsidiaries in the ordinary and usual course of business to preserve substantially intact its business organization and material business relationships with governmental entities, customers, creditors and lessors and (ii) Ferro will not and will cause each of its subsidiaries not to:

• amend or otherwise change its articles of incorporation or code of regulations or, except for amendments that would both not materially restrict the operations of Ferro’s businesses and not reasonably be expected to prevent, materially delay or materially impair the ability of Ferro to consummate the merger, the applicable governing instruments of any subsidiary of Ferro;

• other than in the ordinary course of business, make any acquisition of, or make any investment in any interest in, any person, corporation, partnership, business organization or division thereof, in each case, except for (A) purchases of inventory and other assets in the ordinary course of business or pursuant to existing contracts, (B) acquisitions or investments with fair market value or purchase price not to exceed $5 million individually or $25 million in the aggregate, or (C) any subsidiaries of Ferro;

• grant, issue, sell, encumber, pledge or dispose of, or authorize the same, any shares of capital stock, voting securities or other ownership interest, or any puts, calls, options, warrants, convertible securities or other rights or commitments of any kind to acquire or receive any shares of capital stock, any voting securities or other ownership interest, of Ferro or any of its subsidiaries, except for (a) the issuance of Shares upon the exercise, vesting or settlement of Ferro options, share units and PSUs, (b) any issuance, sale or disposition to Ferro or a wholly owned subsidiary of Ferro by any wholly owned subsidiary of Ferro or (c) the grant of Ferro options, share units and PSUs as set forth in Ferro’s disclosure letter;

• reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any shares of capital stock of Ferro (except for (a) the acquisition of shares tendered by directors or employees in connection with a cashless exercise of options or in order to pay taxes in connection with the exercise of options or (b) the settlement of any Share Units and PSUs, in each case, that are outstanding as of May 11, 2021 or issued pursuant to the merger agreement), or reclassify, combine, split or subdivide any capital stock or other ownership interests of any of Ferro’s subsidiaries;

• except under Ferro’s revolving credit facilities, create or incur any lien (other than certain permitted liens), except for liens that are expressly required by or automatically effected by contracts in place as of May 11, 2021;

• sell or otherwise dispose of any person, corporation, partnership, business organization, or division thereof or otherwise sell, assign, exclusively license, allow to expire, or dispose of any assets, rights or properties except (a) sales, dispositions or licensing of equipment and/or inventory and other assets, including real property, in the ordinary course of business or pursuant to existing contracts, (b) assignments of leases or sub-leases in the ordinary course of business, (c) sales of obsolete assets, (d) sales among the Company and its wholly owned subsidiaries or among Ferro’s wholly owned subsidiaries, or (e) any other sales, assignments, exclusive licenses, expirations or dispositions of assets, rights or properties to Ferro or any subsidiary of Ferro or of assets, rights or properties with an aggregate value of less than $10 million;

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• declare, set aside, make or pay, or set a record date for, any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for any dividend or distribution by a wholly owned subsidiary of Ferro to Ferro or any wholly owned subsidiary of Ferro);

• make or authorize any payment of, or accrual or commitment for, capital expenditures, except expenditures: (a) within the thresholds set forth in Ferro’s disclosure letter, (b) not in excess of $10 million in the aggregate during any consecutive 12-month period, or (c) paid by any wholly owned subsidiary of Ferro to Ferro or to any other wholly owned subsidiary of Ferro;

• fail to make capital expenditures in accordance with Ferro’s disclosure letter;

• other than in the ordinary course of business, enter into any contract that would have been a material contract under the merger agreement had it been entered into prior to May 11, 2021, adversely amend or modify, or terminate any material contract other than (a) expirations and renewals of any such contract in the ordinary course of business in accordance with the terms thereof, (b) non-exclusive licenses, covenants not to sue, releases, waivers or other non-exclusive rights under intellectual property owned by Ferro and its subsidiaries or (c) any agreement among Ferro and its subsidiaries or among Ferro’s subsidiaries;

• except for borrowings under Ferro’s credit facilities, incur, amend, refinance or prepay any indebtedness for borrowed money or assume, guarantee, become liable for or endorse the obligations of any person (other than a subsidiary of Ferro), other than:

• indebtedness for borrowed money incurred in the ordinary course of business consistent with past practice under Ferro’s revolving credit facilities and other lines of credit existing as of May 11, 2021;

• guarantees by Ferro or any subsidiary of Ferro of indebtedness of Ferro or any other subsidiary of Ferro;

• indebtedness incurred in connection with a refinancing or replacement of existing indebtedness, but in all cases which refinancing or replacement shall not (a) increase the aggregate amount of indebtedness permitted to be outstanding thereunder and in each case on customary commercial terms consistent in all material respects with or more beneficial than the indebtedness being refinanced or replaced, (b) contain any prepayment penalties or premiums or original issue discount, (c) violate the terms of the clear market requirement under the debt financing commitments, or (d) be no-call for any period of time;

• indebtedness incurred pursuant to letters of credit, performance bonds or other similar arrangements in the ordinary course of business;

• certain types of hedging arrangements specified in the merger agreement which are (a) not entered for speculative purposes and (b) entered into in the ordinary course of business or which can be terminated on 90 days or less notice without penalty; or

• indebtedness incurred among Ferro and its subsidiaries or among Ferro’s subsidiaries;

• except as expressly required by any employee benefit plan:

• increase or decrease the compensation or benefits of any of Ferro’s service providers (except for annual base salary increases (not to exceed three percent (3%) per annum) in the ordinary course of business consistent with past practice with respect to Ferro’s service providers whose annual base compensation is less than $350,000);

• grant any severance or termination pay to any of Ferro’s service providers not provided for under any employee benefit plan (except as required by applicable law);

• establish, adopt, enter into, amend or terminate any employee benefit plan or employment, consulting, severance, equity or equity based, phantom equity retention, change in control or

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deferred compensation agreement, trust, plan, policy or arrangement with any of Ferro’s service providers, except for, in the case of employment agreements or arrangements, offers of employment or promotions in the ordinary course of business or in connection with a replacement hiring with annual base compensation less than $350,000;

• terminate (other than for cause) any of Ferro’s service providers with annual base compensation in excess of $350,000;

• take any action to accelerate the time of payment, vesting or funding of any payment due under any employee benefit plan;

• grant any equity or equity-based awards, except as permitted under the merger agreement; or

• loan or advance any money or any other property to any present or former director, officer or employee of Ferro or any subsidiary of Ferro;

• make any material change in any accounting principles, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto;

• other than as required by applicable law (a) make, change or revoke any material method of tax accounting, (b) make, change or revoke any material tax election, (c) amend any material tax return, (d) surrender any claim for a refund of material taxes, (e) enter into any closing agreement with respect to any material taxes, or (f) settle or compromise any material tax liability;

• other than as required by applicable law or contract, enter into, extend, or materially amend any collective bargaining agreement or other contract with any labor union, labor organization, or works council;

• recognize or certify any labor union, labor organization, works council, or group of employees of Ferro or its subsidiaries as the bargaining representative for any employees of Ferro or its subsidiaries;

• implement any employee layoffs, plant closings or other actions which would trigger the notification requirements of the WARN Act;

• settle or compromise any actions, other than settlements or compromises of actions (a) in the ordinary course of business and (b) where the amount paid (net of insurance proceeds receivable) does not exceed $1 million in the aggregate (net of any insurance proceeds and indemnity, contribution or similar payments actually received by Ferro or its subsidiaries) or, if greater, does not materially exceed the total amount reserved for such matter in Ferro’s financial statements or (c) where the amount is paid or reimbursed by an insurance carrier or a third party under an indemnity or similar obligation;

• merge or consolidate with any person or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such entity or otherwise change the form of legal entity of such entity;

• enter into any new line of business outside its existing business as of May 11, 2021; or

• agree, authorize, or commit to do any of the foregoing.

The merger agreement also provides that, subject to certain exceptions in the disclosure letter delivered by Prince in connection with the merger agreement, and except as may be expressly required by the merger agreement or required by applicable law, during the period from May 11, 2021 to effective time (or the date, if any, on which the merger agreement is terminated by its terms), each of Prince and Merger Sub agrees, that from May 11, 2021 until the earlier of the effective time and the valid termination of the merger agreement in accordance with its terms, it shall not and Prince shall cause each member of the Prince Group not to, directly or indirectly, take any action (including any action with respect to a third party) that would, or would reasonably be

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expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the merger or the other transactions contemplated by the merger agreement or their respective ability to satisfy their obligations hereunder.

Notwithstanding the above, nothing contained in the merger agreement gives Prince or Merger Sub the right to control or direct Ferro’s or its subsidiaries’ operations prior to the effective time and nothing contained in the merger agreement gives Ferro the right to control or direct Prince or its subsidiaries’ operations prior to the effective time.

Other Covenants and Agreements

Access to Information

Subject to certain exceptions and limitations, from May 11, 2021 to the effective time, Ferro will, and will use its reasonable best efforts to cause its subsidiaries, officers, directors, employees and representatives to, afford Prince and its representatives reasonable access, consistent with applicable law, during normal business hours to the Company’s and its subsidiaries’ officers, employees, books and records, as reasonably necessary to facilitate consummation of the transactions contemplated by the merger agreement.

No Solicitation; Acquisition Proposals

Except as expressly permitted by the merger agreement, from May 11, 2021 until the effective time or, if earlier, the valid termination of the merger agreement in accordance with its terms, Ferro and its representatives will not directly or indirectly:

• initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making or completion of, any Acquisition Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal;

• engage in, continue or otherwise participate in any discussions with or negotiations relating to, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations) or providing or causing to be provided any non-public information or data relating to Ferro or any of its subsidiaries in connection with an Acquisition Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal;

• approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; or

• negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an acceptable confidentiality agreement (as defined in the merger agreement)); provided that it is understood and agreed that any permitted determination or action by the Board shall not be deemed to be a breach or violation of, or give Prince a right to terminate, the merger agreement.

Notwithstanding anything to the contrary in the merger agreement, Ferro or its Board may:

• comply with its disclosure obligations under applicable law or the rules and policies of the NYSE, from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer), make a “stop-look-and-listen” communication to the shareholders of Ferro pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the shareholders of Ferro) or, after consulting with outside legal counsel, make any legally required disclosure to shareholders with regard to the transactions contemplated by the merger agreement or an Acquisition Proposal; provided, that the Board may not make a Change of Recommendation except to the extent otherwise permitted by the merger agreement.

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• prior to (but not after) obtaining the Company Requisite Vote:

• contact and engage in any communications or discussions with any person or group of persons and their respective representatives who has made a written Acquisition Proposal after May 11, 2021 that was not solicited in breach (other than an unintentional or de minimis breach) of the merger agreement, solely for the purpose of clarifying such Acquisition Proposal and the terms thereof;

• (a) engage in any communications, negotiations or discussions with any person or group of persons and their respective representatives who has made an Acquisition Proposal after May 11, 2021 that was not solicited in breach (other than an unintentional or de minimis breach) of the merger agreement (which negotiations or discussions need not be solely for clarification purposes) and (b) provide access to Ferro’s or any of its subsidiaries’ properties, books and records and providing information or data in response to a request therefor by a person who has made a bona fide and written Acquisition Proposal after May 11, 2021 that was not solicited in breach (other than an unintentional or de minimis breach) of the merger agreement, in each case, if the Board (A) shall have determined in good faith, after consultation with its outside legal counsel and financial advisor(s), that, based on the information then available, such Acquisition Proposal constitutes or would reasonably be expected to constitute, result in or lead to a Superior Proposal and (B) has received from the person who has made such Acquisition Proposal an executed Acceptable Confidentiality Agreement (as defined in the merger agreement); provided that Ferro shall provide to Prince and Merger Sub any material non-public information or data that is provided to any person given such access that was not previously made available to Prince or Merger Sub prior to or promptly following the time it is provided to such person; or

• make a Change of Recommendation in accordance with the applicable provisions of the merger agreement described below.

• resolve, authorize, commit or agree to do any of the foregoing.

Notwithstanding anything in the merger agreement to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, if a written Acquisition Proposal that did not otherwise result from a breach (other than an unintentional or de minimis breach) of the merger agreement is received by Ferro, and the Board determines in good faith, after consultation with its outside legal counsel and its financial advisor(s) that such Acquisition Proposal would, if consummated, constitute a Superior Proposal, the Board may, if the Board has determined in good faith after consultation with its financial advisors and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, (x) effect a Change of Recommendation and/or (y) terminate the merger agreement pursuant to the merger agreement in order to enter into a definitive written agreement providing for such Superior Proposal; provided, however, that Ferro pays to Prince any termination payment required to be paid pursuant to the merger agreement; provided further, that, prior to taking such action described in clauses (x) and/or (y) above:

• Ferro shall give Prince written notice 4 business days in advance, which notice shall set forth in writing (I) that the Board has received a written Acquisition Proposal that would, if consummated, constitute a Superior Proposal, (II) the material terms and conditions of the Acquisition Proposal (including the consideration offered therein and the identity of the person or group making the Acquisition Proposal) and shall have contemporaneously provided an unredacted copy of the Acquisition Proposal and all other documents (other than immaterial documents) related to the Superior Proposal and (III) advise Prince that the Board intends to effect a Change of Recommendation and/or terminate the merger agreement in order to enter into a definitive written agreement providing for such Superior Proposal;

• after giving such Company Notice and as a condition precedent to taking any action described in clauses (x) or (y) above, Ferro and its representatives shall negotiate in good faith with Prince (to the extent requested by Prince), to make such revisions to the terms of the merger agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal and

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• at the end of the notice period, prior to and as a condition precedent to taking any action described in clauses (x) or (y) above, the Board shall take into account in good faith any changes to the terms of the merger agreement proposed in writing by Prince in response to notice by Ferro and any other information offered by Prince in response to notice by Ferro, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor(s) that such Acquisition Proposal continues to constitute a Superior Proposal, if such changes offered in writing by Prince (if any) were to be given effect. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal and require a new notice by Ferro within 3 business days.

Notwithstanding anything in the merger agreement to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Board may effect a Change of Recommendation if (x) an Intervening Event has occurred, and (y) prior to taking such action, the Board has determined in good faith, after consultation with its outside legal counsel and its financial advisor(s), that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law; provided, however, that prior to effecting such Change of Recommendation, (A) Ferro shall give notice to Prince 5 business days in advance, which notice shall include a reasonably detailed description of such Intervening Event and the rationale for the Change of Recommendation, (B) after giving such notice and prior to effecting a Change of Recommendation, Ferro shall negotiate in good faith with Prince (to the extent requested by Prince), to make revisions to the terms of the merger agreement and (C) at the end of the notice period, prior to and as a condition precedent to effecting a Change of Recommendation, the Board shall take into account in good faith any changes to the terms of the merger agreement proposed in writing by Prince in response to notice and any other information offered by Prince in response to Ferro Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor(s) that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law if such changes proposed in writing by Prince (if any) were to be given effect.

Ferro agrees that immediately following May 11, 2021, it shall promptly (and in any event within 24 hours) give written notice to Prince of the receipt of any Acquisition Proposal, which notice shall include a summary of the material terms of, but not the identity of the person making, such proposal, including any proposed agreements that are provided in writing, and thereafter shall keep Prince informed, on a reasonably current basis, of the status and material terms of any such proposals or offers (including any material amendments thereto) and the status of any such discussions or negotiations. Ferro agrees that neither it nor any of its subsidiaries or representatives will enter into any confidentiality agreement with any person subsequent to May 11, 2021, which prohibits Ferro from providing such information to Prince.

Ferro agrees that immediately following the execution and delivery of the merger agreement, it shall (i) cease any solicitations, discussions or negotiations with any person (other than the parties and their respective representatives) in connection with an Acquisition Proposal, in each case that exist as of May 11, 2021, (ii) promptly request each person (other than the parties and their respective representatives) that has prior to May 11, 2021 executed a confidentiality agreement in connection with its consideration of acquiring Ferro to return or destroy all confidential information furnished to such person by or on behalf of it or any of its subsidiaries prior to May 11, 2021 and (iii) promptly terminate all physical and electronic data access previously granted to such persons. Notwithstanding anything to the contrary in the merger agreement, subject to compliance with the merger agreement, Ferro may grant a waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential Acquisition Proposal to be made to Ferro or the Board so long as Ferro promptly notifies Prince thereof (but not the identity of such counterparty) after granting any such waiver, amendment or release.

For purposes of the merger agreement, “Acquisition Proposal” means:

• any proposal or offer from any person or group of persons (other than Prince, Merger Sub or their respective affiliates) relating to (A) any direct or indirect acquisition or purchase, in a single transaction

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or series of related transaction, by any person or group of a business that constitutes 20% or more of the net revenues, net income or fair market value (as determined in good faith by the Board) of the consolidated total assets (it being understood that total assets include equity securities of subsidiaries of Ferro) of Ferro and its subsidiaries, taken as a whole, (B) any direct or indirect acquisition or purchase (including any share issuance), in a single transaction or series of related transactions, resulting in any person or group beneficially owning 20% or more of the total equity securities of Ferro (by vote or value), (C) any tender offer or exchange offer that if consummated would result in any person or group beneficially owning 20% or more of the total voting power of the equity securities of Ferro, or (D) any merger (including a reverse merger in which Ferro is the surviving corporation), reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Ferro (or any subsidiary or subsidiaries of Ferro whose business constitutes 20% or more of the net revenues, net income, or fair market value (as determined in good faith by the Board) of the consolidated total assets of Ferro and its subsidiaries, taken as a whole); in each case, except as contemplated by the merger agreement; provided that any proposal or offer to the extent related to any purchase of assets, properties or businesses to be divested or held separate pursuant to a regulatory remedy shall not be deemed an Acquisition Proposal.

For purposes of the merger agreement, “Intervening Event” means:

• any favorable material event, development, change, effect or occurrence, in each case, with respect to Ferro and its Subsidiaries, taken as a whole, and not Prince, ASP Chromaflo Holdings LP, or their affiliates (but specifically excluding any Acquisition Proposal or Superior Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal or Superior Proposal); provided, that (a) such event, development, change, effect or occurrence was not known (and should not reasonably have been known) and was not reasonably foreseeable by the Board prior to May 11, 2021 (or if known or reasonably foreseeable, the material consequences of which were not known or reasonably foreseeable by the Board as of May 11, 2021), which becomes known to the Board after May 11, 2021 and before the Company Requisite Vote is obtained and (b) and “Intervening Event” shall not include any change in the market price, or change in trading volume, of shares, in and of itself (it being understood that the underlying causes of any such changes or developments may, if they are not otherwise excluded from the definition of “Intervening Event”, be taken into account in determining whether an Intervening Event has occurred) and any change consisting of or resulting primarily from a breach of the merger agreement by Ferro or any of its subsidiaries.

For purposes of the merger agreement, “Superior Proposal” means:

• a bona fide and written Acquisition Proposal (except that the references in the definition thereof to “20% or more” shall be deemed to be references to “50.1% or more”), that the Board, after consultation with its outside legal counsel and its financial advisor(s), in good faith determines, after taking into account all financing, regulatory, legal and other aspects of such proposal (including the identity of the purchaser) (x) is reasonably likely to be consummated in accordance with its terms, and (y) would, if consummated, result in a transaction that is more favorable (including from a financial point of view) to the shareholders of Ferro than the transactions contemplated by the merger agreement, in each case after taking into account all such factors and matters deemed relevant in good faith by the Board, including legal, financial (including the financing terms of any such proposal), regulatory and shareholder approval requirements, the sources, availability and terms of any financing, financing market conditions and the existence of any financing contingency, the likelihood of termination, the likely timing of closing, the identity of the person or persons making the proposal, timing or other aspects of such proposal and the transactions contemplated by the merger agreement and any other aspects considered relevant in good faith by the Board and after taking into account any changes to the terms of the merger agreement offered in writing by Prince in response to such Superior Proposal.

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For purposes of the merger agreement, “Change of Recommendation” means:

• any of the following actions by the Board: (A) failing to include a recommendation that shareholders of Ferro to vote in favor of the adoption of the merger agreement in the proxy statement (the “Recommendation”), (B) withdrawing, modifying, qualifying, amending or changing the Recommendation, (C) failing to recommend in a solicitation/recommendation statement on Schedule 14D-9 against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act for outstanding shares of Ferro common stock (other than by Prince or an affiliate of Prince), in each case, within ten (10) business days after the commencement thereof, (D) recommending, adopting or approving any Acquisition Proposal, or (E) formally resolving to effect or publicly announce an intention or resolution to effect any of the foregoing.

Any action taken by any representative (other than any employee or consultant of Ferro who is not, and is not acting on behalf of, a director, senior vice president or above or other officer of Ferro) of Ferro or any of its subsidiaries that, if taken by Ferro, would be a breach of the merger agreement, shall be deemed to be a breach of the merger agreement.

Company Shareholder Meeting and Related Actions

Ferro, acting through its Board (or a committee thereof), shall as promptly as reasonably practicable following the date on which Ferro is made aware that the SEC will not review this proxy statement or has no further comments on this proxy statement, take all action required under the OGCL, Ferro’s articles of incorporation, Ferro’s code of regulations and the applicable requirements of the NYSE necessary to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable a meeting of its shareholders for the purpose of approving and adopting the merger agreement (including any adjournment or postponement thereof); except that Ferro may postpone, recess or adjourn such meeting (and shall postpone, recess or adjourn if requested by Prince (but in such case Ferro shall not be required to postpone or adjourn the shareholders meeting to a date that is more than 20 calendar days after the date on which the shareholders meeting was originally scheduled)) (i) to the extent required by law or fiduciary duty, (ii) to allow reasonable additional time to solicit additional proxies to the extent Ferro reasonably believes necessary in order to obtain Company Requisite Vote, (iii) if as of the time for which the shareholders meeting is originally scheduled (as set forth in the proxy statement) there are insufficient Shares represented (either virtually or by proxy) and voting to constitute a quorum necessary to conduct the business of the shareholders meeting or (iv) to the extent necessary to ensure that any supplement or amendment to the proxy statement or any supplemental or additional disclosure, in each case, as required by applicable law or fiduciary duty (as determined by the board of directors of Ferro in good faith after consultation with its outside legal counsel) is provided to the shareholders of Ferro a reasonable amount of time in advance of the shareholders meeting to permit such shareholder to review such supplement, amendment or disclosure prior to the shareholder’s meeting. Ferro, acting through its board of directors (or a committee thereof), shall (a) include in the proxy statement its recommendation, and, subject to the consent of such financial advisor, the written opinion of the financial advisor, and use its reasonable best efforts to obtain the Company Requisite Vote (it being understood that the Board may make change of recommendation in accordance with the terms of the merger agreement); provided that the board of directors of Ferro may make a Change of Recommendation. Notwithstanding any Change of Recommendation, unless the merger agreement is validly terminated pursuant to the terms of the merger agreement, the merger agreement shall be submitted to Ferro shareholders and Ferro shall be required to hold the shareholders meeting.

Employee Benefits

For a period of 12 months following the effective time, Prince or the surviving corporation will provide to each employee of Ferro or its subsidiaries who continues to be employed by the surviving corporation or any subsidiary or affiliate thereof:

• a base salary, base wage, short-term cash target bonus opportunity and commissions opportunity that, in each case, is no less favorable than the base salary, base wage, short-term cash target bonus

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opportunity and commissions opportunity that was provided to such continuing employee immediately prior to the effective time; and

• employee pension, welfare and other benefits (other than equity or equity-based benefits), severance, deferred compensation, and defined benefit plan benefits (other than as where continuation would be required by applicable law during the continuation period) that are substantially similar in the aggregate to the employee pension, welfare and other benefits (other than equity or equity-based benefits) severance, and deferred compensation provided to certain continuing employees immediately prior to the effective time.

For the duration of the 12-month benefit continuation period, Prince or one of Prince’s Affiliates will maintain for the benefit of each continuing employee a severance or termination arrangement no less favorable in the aggregate than the severance or termination arrangement provided to such continuing employee immediately prior to the effective time.

With respect to Ferro’s fiscal year during which the effective time occurs, Prince or the surviving corporation will honor and assume all annual bonus and incentive plans of Ferro (and any awards or other incentive opportunities granted thereunder) in accordance with their terms as in effect immediately prior to the effective time, and, with respect to any performance metrics applicable to such annual bonus and incentive plans, Prince or the surviving corporation will calculate performance in accordance with the terms of the applicable annual bonus and incentive plans of Ferro and its subsidiaries. Prince or the surviving corporation will also honor and assume the terms of all Ferro employee benefit plans, subject to the amendment and termination provisions thereof.

The Company may establish a cash-based retention and transaction success program, which is not to exceed $8 million in the aggregate, consisting of a maximum of $5 million in the aggregate for the fiscal year 2021, $1.5 million in the aggregate for the first fiscal quarter of 2022 and $1.5 million in the aggregate for the second fiscal quarter of 2022.

To the extent that Prince modifies any coverage or benefit plan in which continuing employees participate, Prince or any of its subsidiaries (including Ferro and any subsidiaries thereof) will use commercially reasonable efforts to:

• waive any pre-existing conditions, exclusions, limitations, actively-at-work requirements, and eligibility waiting periods under any group health plans of Prince or its affiliates to be waived with respect to continuing employees and their eligible dependents to the same extent such requirements were met or not applicable under the Ferro employee benefit plan;

• give each continuing employee credit for the plan year in which the effective time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the effective time for which payment has been made; and

• to the extent that it would not result in a duplication of benefits and to the same extent and the same purpose that such service was recognized under a similar Ferro employee benefit plan, give each continuing employee service credit for such continuing employee’s employment with Ferro for purposes of eligibility to participate and vesting credit (but excluding benefit accrual under any defined benefit pension plan or retiree medical plan) under each applicable Prince benefit plan (other than any equity based benefit plan) as if such service had been performed with Prince.

Efforts to Consummate the Merger

Ferro, Prince and Merger Sub shall (and, in the case of Prince, shall cause each of its subsidiaries and controlled affiliates (collectively, the “Prince Group”) to) take, or cause to be taken, all actions and do, or cause to be done, all things necessary and proper under applicable laws and regulations in a timely manner as are

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necessary to cause the conditions to the closing of the merger to be satisfied and to consummate the merger and the other transactions contemplated by the merger agreement no later than the outside date, including preparing and filing all documentation to effect all necessary notices, reports and other filings, and obtaining all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any governmental entity in order to consummate the transactions contemplated by the merger agreement no later than the outside date. In furtherance and not in limitation of the foregoing, each party hereto shall (i) make or cause to be made (x) an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by the merger agreement as promptly as practicable and in any event within ten (10) Business Days following May 11, 2021, and (y) the foreign antitrust and foreign investment filings (or, for jurisdictions where submission of a draft prior to formal notification is appropriate, a draft thereof) listed in the disclosure letter delivered by Ferro in connection with the merger agreement with respect to the transactions contemplated by the merger agreement as promptly as reasonably practicable, (ii) make an appropriate response as promptly as reasonably practicable and advisable to any request pursuant to the HSR Act or any other applicable antitrust and foreign investment laws for additional information and documentary material, and (iii) take any and all other actions necessary or proper to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other applicable antitrust and foreign investment laws no later than the outside date. Ferro, Prince and Merger Sub shall not commit to or agree with any governmental entity to stay, toll, or extend any applicable waiting period, or “pull and refile” pursuant to 16 C.F.R. 803.12 the filing made under the HSR Act, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated by the merger agreement, with any governmental entity without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed.

Each of Prince and Merger Sub, on the one hand, and Ferro, on the other hand, shall, in connection with the efforts and obligations referenced in the merger agreement to obtain all requisite approvals and authorizations or expiration of waiting periods for the transactions contemplated by the merger agreement under the HSR Act or any other applicable antitrust and foreign investment laws, use its reasonable best efforts to: (i) consult and cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable law, furnish to the other party as promptly as practicable all information required for any application or other filing to be made by the other party pursuant to any applicable law in connection with the transactions contemplated by the merger agreement; (iii) promptly notify the other party of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign governmental entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by the merger agreement and, subject to applicable law, furnish the other party promptly with copies of all material correspondence, filings and communications between them and the FTC, the DOJ or any other governmental entity with respect to the transactions contemplated by the merger agreement, with the exception of any filing under the HSR Act; (iv) respond as promptly as reasonably practicable as advisable and appropriate to any inquiries received from or request for any additional information or documentation by the FTC, the DOJ or by any other governmental entity in respect of such registrations, declarations and filings or such transactions; and (v) permit the other party to review any material communication given by it to, and consult with each other in advance, and consider in good faith the other party’s reasonable comments in connection with, any filing, notice, application, submission, communication, meeting or conference with, the FTC, the DOJ or any other governmental entity or, in connection with any proceeding by a private party, with any other person. Materials provided to the other party or its counsel may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements or applicable law, or (iii) as necessary to address reasonable attorney-client privilege or confidentiality concerns. None of Ferro, Prince or Merger Sub shall independently participate in any substantive meeting or communication with any governmental entity in respect of any such filings, investigation or other inquiry under any antitrust and foreign investment law in connection with the transactions contemplated by the merger agreement without giving the other Parties sufficient prior notice of the meeting and, to the extent

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permitted by such governmental entity, the opportunity to attend and/or participate in such substantive meeting or communication.

Prince shall, and shall cause each member of the Prince Group, to take any and all steps necessary or proper to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by the merger agreement under any antitrust and foreign investment laws or (y) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, or make unlawful the consummation of the transactions contemplated by the merger agreement, so as to enable the parties to close such contemplated transactions no later than the outside date, including (A) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate orders or otherwise, the sale, lease, divesture, disposition, or license (or holding separate pending such disposition) of any assets, operations, product lines, licenses, properties, products, rights, services or businesses of Prince, or any member of the Prince Group, or Ferro or their respective subsidiaries or any interest therein, or (B) otherwise taking or committing or agreeing to restrictions or actions that after the effective time would limit Prince’s or any member of the Prince Group’s, or Ferro’s or their respective subsidiaries’ freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, product lines, licenses, properties, products, rights, services or businesses of Prince or any member of the Prince Group, or Ferro or their respective subsidiaries or any interest or interests therein, including any restructuring, reorganizing, relocating, reconfiguring of any assets, operations, properties or businesses (any such actions in (A) or (B) a “Regulatory Remedy”); provided, that notwithstanding anything to the contrary in the merger agreement, Prince shall have no obligation to undertake any such Regulatory Remedy that would constitute a Non-Required Remedy (as defined in the merger agreement). Ferro shall effectuate or agree to effectuate a Regulatory Remedy if requested to do so by Prince and shall not effectuate or agree to effectuate a Regulatory Remedy without the prior written consent of Prince. Nothing in this provision or any other provision of the merger agreement shall require Prince, Prince Group, or Ferro to effectuate or agree to effectuate any Regulatory Remedy unless such Regulatory Remedy is conditioned upon the closing and only effective following the closing.

In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental entity or private party challenging the merger or any other transaction contemplated by the merger agreement, each of Prince, Merger Sub and Ferro shall, and Prince shall cause each member of the Prince Group to, cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, modified, suspended, eliminated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prevents, restrains, enjoins, prohibits, makes unlawful, restricts or delays consummation of the transactions contemplated by the merger agreement.

None of Prince or Merger Sub, nor any member of the Prince Group shall, and Prince shall cause each member of the Prince Group not to, acquire or agree to acquire, including by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any person, corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, properties or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to: (i) materially increase the risk of not obtaining, any consents of any governmental entity necessary to consummate the transactions contemplated by the merger agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any governmental entity seeking or entering an order prohibiting the consummation of the transactions contemplated by the merger agreement; or (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise.

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Indemnification of Directors and Officers; Insurance

From the effective date through the sixth anniversary of the effective date, the surviving corporation will, and Prince will cause the surviving corporation to, indemnify and hold harmless each present (as of the effective date) and former director and officer of Ferro or any of its subsidiaries (in each case, when acting in such capacity), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal, arising out of, relating to or in connection with the fact that such person is or was a director or officer of Ferro or any of its subsidiaries or serving in such capacity at the request thereof or any acts or omissions occurring or alleged to occur before the effective time in such person’s capacity as a director or officer of Ferro or any of its subsidiaries or serving in such capacity at the request thereof, whether asserted or claimed before, at or after the effective time, to the fullest extent that Ferro would have been permitted under Ohio law and its articles of incorporation and code of regulations in effect on May 11, 2021 to indemnify such Person (and Prince or the surviving corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any proceeding to the fullest extent permitted under applicable law, Ferro’s articles of incorporation, Ferro’s Code of Regulations or the certificate of incorporation, articles of incorporation and bylaws, or equivalent organizational documents, of any subsidiary; provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification pursuant to this provision). In the event of any such proceeding (x) neither Prince nor the surviving corporation will settle, compromise or consent to the entry of any judgment in any proceeding in which indemnification could be sought by such indemnified party hereunder, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such proceeding or such indemnified party otherwise consents, and (y) the surviving corporation will reasonably cooperate in the defense of any such matter. In the event any proceeding is brought against any indemnified party and in which indemnification could be sought by such indemnified party, (i) the surviving corporation will have the right to control the defense thereof after the effective date, (ii) each indemnified party will be entitled to retain his or her own counsel, whether or not the surviving corporation will elect to control the defense of any such proceeding, (iii) the surviving corporation will pay all reasonable fees and expenses of any counsel retained by an indemnified party promptly after statements therefor are received, whether or not the surviving corporation will elect to control the defense of any such proceeding, and (iv) no indemnified party will be liable for any settlement effected without his or her prior express written consent. The provisions in the surviving corporation’s articles of incorporation and code of regulations with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers will be no less favorable to such directors and officers than such provisions contained in Ferro’s articles of incorporation and code of regulations in effect as of May 11, 2021, which provisions will not be amended, repealed or otherwise modified for a period of six years after the effective time in any manner that would adversely affect the rights thereunder of any such individuals.

At Prince’s option, Ferro will purchase from insurance carriers with comparable credit ratings, no later than the effective time, a six-year prepaid “tail policy” providing at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured than the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Ferro and its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time, including the transactions contemplated by the merger agreement, and from insurance carriers having at least an “A” rating by A.M. Best with respect to directors’ and officers’ liability insurance; provided, however, that after the effective time, Prince and the surviving corporation will not be required to pay in the aggregate for such coverage under each such policy more than 300% of the last annual premium paid by Ferro before May 11, 2021 in respect of the coverage required to be obtained pursuant hereto under each such policy, but in such case will purchase as much coverage as reasonably practicable for such amount. In the event Ferro elects to purchase such a “tail policy”, the surviving corporation will (and Prince will cause the surviving corporation to) maintain such “tail policy” in full force and effect and continue to honor their respective obligations thereunder. If Ferro elects not to purchase such a “tail policy”, then Prince shall maintain, or shall cause the surviving corporation to maintain, at no expense to the

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beneficiaries, in effect for at least six years from the effective time the current policies of the directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Ferro with respect to matters existing or occurring at or prior to the effective time. Prince agrees to honor and perform under, and to cause the surviving corporation to honor and perform under, all indemnification agreements entered into by Ferro or any of its subsidiaries with any indemnified party which are in effect as of May 11, 2021.

Miscellaneous Covenants

The merger agreement contains additional agreements among Ferro, Prince and Merger Sub relating to, among other matters:

• the filing by Ferro of this proxy statement with the SEC and cooperation in response to any comments from the SEC with respect to this proxy statement;

• the calling by Ferro of a special meeting of shareholders;

• delivery of a consent executed by Merger Sub adopting the merger agreement;

• notification upon the occurrence or non-occurrence of certain matters;

• the coordination of press releases and other public announcements or filings relating to the transactions;

• actions necessary to cause Merger Sub to perform its obligations under the merger agreement;

• delivery and filing with the Internal Revenue Service of a FIRPTA certification and notice, respectively;

• dispositions of Ferro common stock (including derivative securities with respect thereto) resulting from the transactions contemplated by the merger agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Ferro immediately prior to the effective time to be exempt under Rule 16b-3 promulgated under the Exchange Act;

• provision by Ferro of certain information and assistance relating to the debt financing including execution of prepayment notices in respect of Ferro’s credit facilities;

• the delisting of Ferro and of the shares of Ferro common stock from the NYSE and the deregistration of Ferro common stock under the Exchange Act;

• anti-takeover statutes that become applicable to the transactions; and

• any transaction litigation against Ferro and/or its directors or its executive officers relating to or in connection with the merger agreement, the merger or any other transactions contemplated by the merger agreement.

Conditions to the Merger

The obligations of each of Ferro, Prince and Merger Sub to consummate the merger and the other transactions contemplated by the merger agreement are subject to the satisfaction or (to the extent permitted by law) waiver by Ferro and Prince at or prior to the effective time of the following conditions:

• Ferro shall have obtained the Company Requisite Vote;

• No governmental entity of competent jurisdiction shall have enacted or promulgated any law, statute, rule, regulation, executive order, decree, ruling, judgement, injunction or other order (whether temporary, preliminary or permanent) to prohibit, restrain, enjoin or make illegal the consummation of the merger or any of the transaction contemplated by the merger agreement; and

• The expiration or termination of the applicable waiting period under the HSR Act and any required approvals thereunder shall have been obtained, no agreement shall be in effect with a governmental

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entity pursuant to which Prince and Ferro have agreed not to consummate or to delay the consummation of the merger and each other consent, approval or clearance with respect to, or termination or expiration of any applicable waiting period imposed specified antitrust and foreign investment laws shall have been received or deemed to have been received or shall have terminated or expired, as applicable.

The respective obligations of Prince and Merger Sub to effect the merger and the other transactions contemplated by the merger agreement are also subject to the satisfaction or (to the extent permitted by law) waiver by Prince at or prior to the effective time of the following conditions:

• certain representations and warranties of Ferro in the merger agreement made with respect to capitalization and certain capitalization-related matters, organization, ownership of subsidiaries, authority, opinion of Ferro’s financial advisor, brokers and takeover statutes, absence of certain changes or events in respect of a material adverse effect, must be true and correct in all material respects as of May 11, 2021 and as of the effective time as if made at and as of such time (except that any such representation or warranty that is made as of a specified date must be so true and correct as of such specified date); certain representations and warranties of Ferro in the merger agreement made with respect to capitalization and certain capitalization-related matters (except for inaccuracies that, in the aggregate, do not increase the aggregate merger consideration payable by Prince in more than a de minimis respect) must be true and correct in all respects as of May 11, 2021 and as of such time as if made at and as of such time (except that any such representation or warranty that is made as of a specified date must be so true and correct as of such specified date); certain representations and warranties of Ferro in the merger agreement made with respect to the absence of certain changes or events in respect of a material adverse effect must be true and correct in all respects as of such specified date; all other representations and warranties of Ferro in the merger agreement (without giving effect to any materiality, material adverse effect or similar qualifiers) must be true and correct in all respects as of May 11, 2021 and as of the effective time as if made at and as of such time (except that any such representation or warranty that is made as of a specified date must be so true and correct as of such specified date), except where the failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect;

• Ferro must have performed or complied in all material respects with all obligations, and complied in all material respects with the agreements and covenants, required to be performed or complied with by it under the merger agreement at or prior to the effective time;

• Prince must have received a certificate signed by an executive officer of Ferro certifying that each of the conditions set forth in the preceding two bullet points have been satisfied; and

• Since May 11, 2021, there shall not have occurred a material adverse effect.

The obligations of Ferro to effect the merger and the other transactions contemplated by the merger agreement are also subject to the satisfaction or (to the extent permitted by law) waiver by Ferro at or prior to the effective time of the following conditions:

• the representations and warranties of Prince and Merger Sub contained in the merger agreement (without giving effect to any materiality, material adverse effect or similar qualifiers) must be true and correct as of May 11, 2021 and as of the effective time as if made at and as of such time (except that any such representation or warranty that is made as of a specified date must be so true and correct as of such specified date), except where the failure to be true and correct, individually or in the aggregate, would not reasonably be expected to have, a material adverse effect on Prince;

• Prince and Merger Sub must have performed or complied in all material respects with each of their respective obligations, and complied in all material respects with the agreements and covenants, required to be performed or complied with by them under the merger agreement at or prior to the effective time; and

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Ferro will have received a certificate signed by an executive officer of Prince certifying that each of the conditions set forth in the preceding two bullet points have been satisfied.

Termination

The merger agreement may be terminated at any time before the effective time, whether before or after the Company Requisite Vote is obtained (except as otherwise expressly noted), as follows:

• by mutual written consent of Prince, Merger Sub and Ferro;

• by Prince or Ferro if any governmental entity of competent jurisdiction shall have issued a final order, decree, judgment, injunction or ruling or taken any other final action permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the merger and such order, decree, judgment, injunction, ruling or other action is or shall have become final and non-appealable (a “Restraint”), and the failure of the terminating party to perform or comply with any of its obligations under the merger agreement in any material respect has not been the primary cause of or principal factor that resulted in the issuance of such restraint;

• by either Prince or Ferro if the effective time shall have not occurred on or before 5:00 p.m. (New York time) on May 11, 2022 (as such date may be extended pursuant to the merger agreement, the “outside date”); provided, however, that if any of the closing conditions relating to any antitrust or foreign investment laws or any required consents or restraints thereunder have not been satisfied or waived, then, unless (i) Ferro sends a written notice to Prince of its intent to terminate the merger agreement pursuant to this provision (a “End Date Termination Notice”), and (ii) Prince sends a written notice to Ferro within five business days of its receipt of the End Date Termination Notice stating that Prince accepts Ferro’s termination of the merger agreement pursuant to the End Date Termination Notice, the outside date shall automatically and without the need for any further action by any person become 5:00 p.m. (New York time) on August 11, 2022; provided that the right to terminate the merger agreement pursuant this provision shall not be available to the party seeking to terminate if any action of such party (or, in the case of Prince, of Merger Sub) in violation of the merger agreement or the failure of such party (or, in the case of Prince, of Merger Sub) to perform any of its obligations under the merger agreement required to be performed at or prior to the effective time has been the primary cause of or primarily resulted in the failure of the effective time to occur on or before the outside date;

• by written notice from Ferro:

• if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Prince or Merger Sub contained in the merger agreement, such that Ferro’s closing conditions to consummate the merger would not be satisfied and such breach is not curable in a manner sufficient to allow the satisfaction of such conditions or, if curable, is not cured in a manner sufficient to allow the satisfaction of such conditions prior to the earlier of (A) 30 days after written notice thereof is given by Ferro to Prince or (B) the outside date; provided that Ferro shall not have the right to terminate the merger agreement pursuant to this provision if Ferro is then in material breach of any of its covenants or agreements contained in the merger agreement such that Prince or Merger Sub’s conditions to consummate the merger as set forth in the merger agreement would not be satisfied; or

• prior to obtaining the Company Requisite Vote, in order to enter into a definitive agreement providing for a Superior Proposal, subject to the terms and conditions of the merger agreement and after compliance in all material respects with the covenants set forth in the merger agreement; provided that Ferro pays the company termination payment at or prior to the time of such termination in accordance with the merger agreement (it being understood that Ferro may enter into such definitive agreement simultaneously with such termination of the merger agreement);

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• by written notice from Prince if:

• there shall have been a breach of any representation, warranty, covenant or agreement on the part of Ferro contained in the merger agreement, such that Prince and Merger Sub’s closing conditions to consummate the merger would not be satisfied and such breach is not curable in a manner sufficient to allow the satisfaction of such conditions or, if curable, is not cured in a manner sufficient to allow the satisfaction of such conditions prior to the earlier of (A) 30 days after written notice thereof is given by Prince to Ferro or (B) the outside date; provided that Prince shall not have the right to terminate the merger agreement pursuant to this provision if Prince or Merger Sub is then in material breach of any of its covenants or agreements contained in the merger agreement such that Ferro’s conditions to consummate the merger as set forth in the merger agreement would not be satisfied; or

• prior to obtaining the Company Requisite Vote, if the Board shall have made, prior to obtaining the Company Requisite Vote, a Change of Recommendation;

• by either Prince or Ferro if the Company Requisite Vote shall not have been obtained at the special meeting or any adjournment or postponement thereof, at which a vote on the adoption of the merger agreement was taken; or

• by Ferro, if (i) the parties’ mutual conditions to closing and Prince’s and Merger Sub’s conditions to closing (other than those conditions that by their nature are to be satisfied at the closing, which conditions are capable at the time of termination of being satisfied if the closing were to occur at such time) have been satisfied or (to the extent permissible under applicable law) waived in accordance with the merger agreement, (ii) Ferro has indicated in writing that Ferro is ready and willing to consummate the merger and ready, willing and able to take all action within its control to consummate the merger, (iii) Prince and Merger Sub fail to consummate the merger within two (2) business days of the date on which the closing should have occurred pursuant to the merger agreement and (iv) during such two (2) business day period described in clause (iii), Ferro stood ready, willing and able to consummate the merger and the other transactions contemplated by the merger agreement.

Termination Fees

Ferro must pay to Prince a termination fee of $55.12 million in the event that:

• the merger agreement is terminated by Ferro to accept a Superior Proposal;

• the merger agreement is terminated by Prince in response to a Change of Recommendation; or

• the merger agreement is terminated by either Prince or Ferro because the merger has not been consummated by the outside date or the Company Requisite Vote has not been obtained upon a vote taken at the special meeting or any postponement or adjournment thereof at which a vote on the adoption of the merger agreement was taken, or by Prince because Ferro breaches any representation, warranty, covenant or agreement of the merger agreement and fails to timely cure such breach if curable, and in each case, a Company Acquisition Proposal shall have been made after May 11, 2021 directly to Ferro’s shareholders, or an Acquisition Proposal shall have otherwise become publicly known, and in each case, (1) such Acquisition Proposal shall have not been withdrawn prior to such termination (in the case of termination for failure to obtain the Company Requisite Vote or breach by Ferro) or prior to the special meeting, in the case of such termination for failure to obtain the Company Requisite Vote and (2) within 12 months after such termination, Ferro enters into a definitive agreement with respect to such Acquisition Proposal (which is subsequently consummated), or shall have consummated such Acquisition Proposal (with references to “20%” in the definition of Acquisition Proposal deemed references to “50.1%” for purposes of this paragraph);

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Prince must pay to Ferro a termination fee of $93.43 million (or $50 million in certain circumstances as described in the second bullet below) in the event that:

• the merger agreement is terminated by Ferro because Prince or Merger Sub (i) breaches any representation, warranty, covenant or agreement of the merger agreement and fails to timely cure such breach if curable, or (ii) otherwise fails to consummate the merger in breach of the merger agreement; or

• the merger agreement is terminated by Ferro or Prince pursuant to (x) an applicable Restraint or (y) the merger has not been consummated by the outside date, in either case of (x) or (y), the only conditions to consummate the merger set forth in the parties’ mutual conditions to closing and Prince’s and Merger Sub’s conditions to closing that have not been satisfied (other than those conditions that by their nature are to be satisfied at the closing, so long as such conditions are reasonably capable of being satisfied if the closing were to occur on the date of such termination or the failure thereof to be satisfied is attributable primarily to a breach by Prince or Merger Sub of its representations, warranties, covenants or agreements contained in the merger agreement) or (to the extent permissible under applicable law) waived in accordance with the merger agreement on or prior to the date of such termination are conditions relating to any law, governmental order or consent as set forth in the merger agreement solely as it relates to any antitrust or foreign investment laws, so long as the failure of such conditions to be satisfied is not primarily attributable to a breach by Ferro of its representations, warranties, covenants or agreements contained in the merger agreement, Prince shall pay to Ferro a fee of (i) in the event of such termination absent an extension of the initial outside date of May 11, 2022, $50 million or (ii) in the event of such termination following an extension of the initial outside date of May 11, 2022, $93.43 million.

If Ferro or Prince fails to pay any termination fee, as applicable, within the specified time period, the paying party will be required to reimburse non-paying party’s reasonable out-of-pocket costs and expenses incurred in connection with any action taken to collect payment of such amounts. No party is required to pay the applicable termination fee on more than one occasion. For the avoidance of doubt, Prince is not required to pay more than one applicable termination fee.

Effect of Termination

If the merger agreement is terminated in accordance with the terms of the merger agreement, the merger agreement will become void and there shall be no liability or obligation on the party of any party thereto, except as provided by any party’s obligation to pay a termination fee described above or the expense and indemnification obligations set forth in the merger agreement described above. In the event the merger agreement is terminated, certain provisions of the merger agreement, including but not limited to those related to confidentiality, payment of any termination fee as described above, payment of costs and expenses as described below, publicity and certain indemnification and reimbursement obligations pursuant to the merger agreement will survive the termination.

Expenses Generally

Except as provided in the merger agreement, each party will bear its own expenses in connection with the merger and the transactions contemplated by the merger agreement. Filing fees incurred in connection with obtaining any consents or making any filings under any antitrust and foreign investment laws will be borne by Prince; provided, that the costs and expenses of counsel in connection with preparing such filings and responding to any requests from any governmental entity with respect to antitrust and foreign investment laws will be borne by the party incurring such expense. Expenses incurred in connection with the filing, printing and mailing of this proxy statement will be shared equally by Prince and Ferro.

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Amendments; Waiver

Subject to the provisions of applicable law, at any time before the effective time, the parties to the merger agreement may modify or amend the merger agreement by written agreement, executed and delivered by duly authorized officers of the respective parties.

At any time before the effective time, any party to the merger agreement may (i) extend the time for the performance of any of the obligations or other acts of the other parties, (ii) waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document delivered pursuant hereto and (iii) subject to the requirements of applicable law, waive compliance with any of the covenants, agreements or conditions contained in the merger agreement. Any such extension or waiver will only be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby and specifically referencing the merger agreement.

Specific Performance

The parties to the merger agreement are entitled (in addition to any other remedy to which they may be entitled in law or equity) to an injunction, specific performance or other equitable relief to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement. Notwithstanding anything in the merger agreement to the contrary, Ferro will be entitled to specific performance to cause Prince and Merger Sub to cause the equity financing to be funded and to consummate the closing if, and only if, (i) Prince is required to consummate the closing and Prince fails to consummate the closing by the date the closing is required to have occurred, (ii) the financing provided for by the debt financing commitments (or, if applicable, the alternative financing) has been funded or will be funded at the closing if the equity financing is funded at the closing and (iii) Ferro has confirmed in writing to Prince that all of the conditions relating to Ferro’s obligations to effect the merger have been satisfied or validly waived.

Governing Law and Jurisdiction

The merger agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the law of the State of Delaware without regard to the conflict of law principles thereof. Notwithstanding the foregoing, certain matters including matters relating to the filing of the certificate of merger in the State of Ohio and the effects of the merger, including any dissenters’ rights, and all matters relating to the fiduciary duties of the Board will be governed by and construed in accordance with the laws of the State of Ohio without regard of the conflict of law principles thereof to the extent that such principles would direct a matter to another jurisdiction.

Each of the parties to the merger agreement irrevocably consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery will decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware), in connection with any matter based upon or arising out of the merger agreement or any of the transactions contemplated by the merger agreement and agrees that it will not bring any action relating to the merger agreement or any of the transactions contemplated by the merger agreement in any court other than the courts of the State of Delaware.

Notwithstanding anything in the merger agreement to the contrary, Ferro on behalf of itself and its subsidiaries has agreed that any action, whether in law or in equity, whether in contract or in tort or otherwise, involving the debt financing sources arising out of or relating to, the merger agreement, the debt financing or any of the agreements entered into in connection with the debt financing or any of the transactions contemplated by the merger agreement or thereby or the performance of any services thereunder will be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, and such action.

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MERGER PROPOSAL

(PROPOSAL 1)

Ferro shareholders are being asked to approve a proposal to adopt the merger agreement and approve the transactions contemplated thereby, including the merger, which we refer to as the “merger proposal.” For a detailed discussion of the terms and conditions of the merger agreement, see “The Merger Agreement” beginning on page 69. A copy of the merger agreement is attached to this proxy statement as Annex A. See also “The Merger” beginning on page 34.

The Board unanimously has determined that it is in the best interest of Ferro shareholders to enter into the merger agreement and has approved and declared advisable the merger agreement and the merger

Approval of the merger proposal requires the affirmative vote of the holders of two-thirds of the voting power of the issued and outstanding shares of Ferro common stock entitled to vote thereon. If you abstain, or if you fail to vote (or submit voting instructions to your bank, broker, the Ferro 401(k) Plan trustee, or other nominee, in the case of “street name” shares), it will have the same effect as if you vote “AGAINST” the approval of the merger agreement.

The Board unanimously recommends that Ferro shareholders vote “FOR” the merger proposal.

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ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL

(PROPOSAL 2)

In accordance with Section 14A of the Exchange Act, Ferro is providing its shareholders with the opportunity to cast a non-binding, advisory vote on the compensation that will be paid or may become payable to the named executive officers of Ferro in connection with the merger, the value of which is set forth in the table entitled “Golden Parachute Compensation” on page 60. This proposal, commonly known as “say-on-golden parachute,” is referred to in this proxy statement as the named executive officer merger-related compensation proposal. As required by Section 14A of the Exchange Act, Ferro is asking its shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to Ferro’s named executive officers in connection with the merger, as disclosed under “The Merger—Interests of Ferro’s Executive Officers and Directors in the Merger—Quantification of Potential Merger-Related Payments to Named Executive Officers,” as reflected in the table captioned “Golden Parachute Compensation,” the associated footnotes and narrative discussion, is hereby APPROVED.”

The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote to approve the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on Ferro, Prince, Merger Sub, or the surviving corporation. Because Ferro is contractually obligated to make the potential merger-related payments to the executive officers, the compensation will be payable, subject only to the conditions applicable thereto, if the merger proposal is approved and the closing occurs and regardless of the outcome of the advisory vote.

Approval of the named executive officer merger-related compensation proposal requires the affirmative vote of a majority of the voting power of shares of Ferro common stock present and entitled to vote on the matter. Assuming a quorum is present at the special meeting, abstentions will have the same effect as a vote against the named executive officer merger-related compensation proposal. Assuming a quorum is present, if you hold your shares in “street name,” the failure to instruct your bank, broker, the Ferro 401(k) Plan trustee, or other nominee on how to vote your shares of Ferro common stock will have no effect on the outcome of the named executive officer merger-related compensation proposal because such shares are not deemed present and entitled to vote on the matter under Ohio law.

The Board unanimously recommends that Ferro shareholders vote “FOR” the named executive officer merger-related compensation proposal.

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ADJOURNMENT PROPOSAL

(PROPOSAL 3)

Ferro shareholders are being asked to approve a proposal that will give us authority from the shareholders to adjourn the special meeting for the purpose of soliciting additional proxies in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Ferro shareholders. If no quorum is present at the special meeting, the chairperson of the meeting or the shareholders holding a majority in voting power of the outstanding shares of Ferro common stock, present in person at the virtual meeting or by proxy and entitled to vote at the special meeting, may adjourn the special meeting to another place, date or time. Assuming a quorum is present, the affirmative vote of holders of a majority of the voting power of shares of Ferro common stock present and entitled to vote on the adjournment proposal will be required to approve the adjournment proposal. The chairperson of the meeting also has the power to adjourn the special meeting at any time, whether or not there is a quorum present.

In addition, the Board could postpone the special meeting before it commences. If the special meeting is adjourned or postponed for the purpose of soliciting additional proxies, shareholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, your shares will be voted in favor of the adjournment proposal. Ferro does not intend to call a vote on this proposal if the merger proposal has been approved at the special meeting.

Notwithstanding the foregoing, under the merger agreement, Ferro may adjourn or postpone the special meeting without Prince’s consent only in certain specified circumstances as described further under “The Merger Agreement—Company Shareholder Meeting and Related Actions” beginning on page 82.

Approval of the adjournment proposal requires the affirmative vote of a majority of the voting power of the shares of Ferro common stock present and entitled to vote on the matter. Assuming a quorum is present at the special meeting, abstentions will have the same effect as a vote against the adjournment proposal. Assuming a quorum is present, if you hold your shares in “street name,” the failure to instruct your bank, broker, the Ferro 401(k) Plan trustee, or other nominee on how to vote your shares of Ferro common stock will have no effect on the outcome of the adjournment proposal because such shares are not deemed present and entitled to vote on the matter under Ohio law.

The Board unanimously recommends that Ferro shareholders vote “FOR” the adjournment proposal.

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MARKET PRICES OF FERRO COMMON STOCK

Market Information

Ferro common stock trades on the NYSE under the symbol “FOE.” The following table shows the intraday high and low sales price of Ferro common stock for our third quarter of fiscal 2021 (through July 22, 2021) and each of our preceding fiscal quarters in 2021, 2020 and 2019.

Fiscal Year	High		Low
2019
First Quarter	$	21.28	$	14.83
Second Quarter	$	18.89	$	13.52
Third Quarter	$	16.04	$	9.73
Fourth Quarter	$	15.19	$	10.59
2020
First Quarter	$	15.20	$	7.97
Second Quarter	$	13.78	$	7.52
Third Quarter	$	14.14	$	10.64
Fourth Quarter	$	15.67	$	12.02
2021
First Quarter	$	18.62	$	13.79
Second Quarter	$	22.00	$	16.63
Third Quarter (through July 22, 2021)	$	21.69	$	20.90

The closing sales price of Ferro common stock on the NYSE on July 22, 2021, the latest practicable date before the printing of this proxy statement, was $20.94 per share. On May 10, 2021, the last trading day prior to the public announcement of the proposed merger, the intraday high and low sale prices for Ferro common stock as reported on the NYSE were $17.85 and $17.53 per share, respectively. The closing sales price of Ferro common stock on the NYSE on May 10, 2021 was $17.58 per share. You are urged to obtain current market quotations for Ferro common stock when considering whether to approve the merger proposal.

Holders

As of July 15, 2021, there were 733 record holders of Ferro common stock.

Dividends

In 2021, 2020 and 2019, Ferro did not pay any shareholder dividends. Under the merger agreement, described in “The Merger Agreement—Conduct of Business Pending the Merger,” we are prohibited from declaring, setting aside, authorizing, making or paying any dividend or other distribution on our common stock prior to the completion of the merger.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below shows how much of our common stock was beneficially owned as of June 30, 2021 (unless another date is indicated) by (i) each person known by Ferro to beneficially own more than 5% of our common stock, (ii) each director and the nominees for re-election, (iii) each named executive officer, and (iv) all current directors and executive officers as a group. Except as otherwise noted, each person has sole voting and investment power as to his or her shares of common stock. In furnishing the information below, Ferro has relied on information filed with the SEC by the beneficial owners reflecting beneficial ownership as of June 30, 2021. Unless otherwise noted below, the address for each beneficial owner listed on the table is: c/o Ferro Corporation, 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124.

Name of Beneficial Owner	Number(1)		Percentage of Common Stock
Beneficial Owners of More than 5%:
BlackRock, Inc.(2)		12,498,850		15.2	%
The Vanguard Group(3)		8,522,184		10.36	%
Mario J. Gabelli and related entities(4)		8,209,544		9.98	%
Massachusetts Financial Services Company(5)		6,067,639		7.4	%
Magnetar Financial LLC(6)		4,881,152		5.91	%
Directors and Executive Officers:
Peter T. Thomas(7)(11)		1,910,817		2.31	%
David A. Lorber(8)		98,528		*
Marran H. Ogilvie(8)		32,800		*
Andrew M. Ross(8)		47,300		*
Allen A. Spizzo(8)		43,300		*
Ronald P. Vargo(8)		106,272		*
Benjamin Schlater(9)(11)		123,655		*
Mark H. Duesenberg(10)(11)		469,117		*
All directors and executive officers as a group (8 persons)		2,831,789		3.39	%

* Less than 1% of shares of common stock outstanding.

(1) Amounts reported include shares held on behalf of a director under the Ferro Director Deferred Compensation Plan because the director has the ability to direct the voting of shares held in such plan.

(2) Information shown is based solely on information reported by the filer on Schedule 13G/A filed with the SEC on January 26, 2021, in which BlackRock, Inc. reported sole dispositive power over 12,498,850 shares of common stock and sole voting power over 12,393,872 of these shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(3) Information shown is based solely on information reported by the filer on Schedule 13G/A filed with the SEC on February 10, 2021, in which The Vanguard Group reported shared voting power with respect to 157,922 shares of common stock, sole dispositive power with respect to 8,304,626 shares of common stock and shared dispositive power with respect to 217,558 shares of common stock. The address for The Vanguard Group is 100 Vanguard Blvd. Malvern, PA 19355.

(4) Information shown is based solely on information reported by the filer on Schedule 13D/A filed with the SEC on February 8, 2021, in which Gabelli Funds, LLC, Teton Advisors, Inc., GAMCO Asset Management Inc., MJG Associates, Inc., Gabelli & Company Investment Advisers, Inc., Gabelli Foundation, Inc., Mario J. Gabelli, GGCP, Inc., GAMCO Investors, Inc. and Associated Capital Group, Inc. reported sole voting power as to 7,832,744 shares of Common Stock and sole dispositive power as to 8,209,544 shares of Common Stock. The address of each entity listed in this footnote is One Corporate Center, Rye, New York 10580.

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(5) Information shown is based solely on information reported by the filer on Schedule 13G/A filed with the SEC on February 11, 2021, in which Massachusetts Financial Services Company reported sole voting power over 6,067,639 shares of common stock and sole dispositive power over 6,067,639 of these shares. The address for Massachusetts Financial Services Company is 111 Huntington Avenue, Boston, MA 02199.

(6) Information shown is based solely on information reported by the filer on Schedule 13D filed with the SEC on May 21, 2021, in which Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz reported shared voting power over 4,881,152 shares of common stock and shared dispositive power over 4,881,152 of these shares. The address of Mr. Litowitz and each of the other entities listed in this footnote is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

(7) Includes 868,813 shares of common stock owned directly or indirectly and 1,040,833 shares of common stock underlying options or deferred stock units exercisable within 60 days of record date.

(8) Amounts reported include 57,500 in the case of Messrs. Lorber and Vargo, 30,800 in the case of Ms. Ogilvie, and 38,300 in the case of Messrs. Ross and Spizzo, deferred stock units that would be converted into shares of common stock if the director ceased to serve as a director; however, the deferred stock units have no current voting rights.

(9) Includes 38,756 shares of common stock owned directly or indirectly and 84,899 shares of common stock underlying options or deferred stock units exercisable within 60 days of record date.

(10) Includes 231,383 shares of common stock owned directly or indirectly and 237,734 shares of common stock underlying options or deferred stock units exercisable within 60 days of record date.

(11) Shares of common stock reported above do not include (i) 31,167, 37,867, and 243,000 restricted share units awarded to Messrs. Duesenberg, Schlater, and Thomas, respectively, (ii) 53,900, 69,400, and 318,300 performance share units awarded to Messrs. Duesenberg, Schlater, and Thomas, respectively, or (iii) 209,166 “phantom” shares held for the accounts of Messrs. Duesenberg, Schlater, and Thomas in the Supplemental 401(k) Plan.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following summary is a general discussion of the material U.S. federal income tax consequences of the merger to “U.S. holders” and “non-U.S. holders” (in each case, as defined below) of Ferro common stock whose shares of common stock are converted into the right to receive cash in the merger. This summary is based on the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury Regulations, judicial authority, and administrative rulings, all of which are subject to change, possibly with retroactive effect. Any such change could alter the tax consequences to the holders as described herein. No ruling from the Internal Revenue Service (“IRS”) has been or will be sought with respect to any aspect of the merger. This summary is for the general information of the holders only and does not purport to be a complete analysis of all potential tax effects of the merger. For example, it does not consider the effect of the Medicare tax on net investment income or any applicable state, local or foreign income tax laws, or of any non-income tax laws and does not describe any tax considerations arising in respect of the Foreign Account Tax Compliance Act, or FATCA. This summary applies only to holders that hold their Ferro common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). In addition, this discussion does not address all aspects of U.S. federal income tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules, such as:

• a bank, insurance company, or other financial institution;

• a tax-exempt organization;

• a governmental agency or instrumentality;

• a retirement plan, individual retirement account or other tax-deferred account;

• an entity or arrangement treated for U.S. federal income tax purposes as a partnership, S corporation or other pass-through entity (or an investor in such an entity or arrangement);

• a real estate investment trust or regulated investment company;

• a dealer or broker in stocks and securities or currencies;

• a trader in securities that elects mark-to-market treatment;

• a holder of shares subject to the alternative minimum tax provisions of the Code;

• a holder of shares that received the shares through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation;

• a U.S. holder that has a functional currency other than the U.S. dollar;

• a “controlled foreign corporation,” “passive foreign investment company,” or corporation that accumulates earnings to avoid U.S. federal income tax;

• a holder of shares that exercises dissenters’ rights;

• a foreign pension fund and its affiliates;

• a holder that holds shares as part of a hedge, straddle, constructive sale, conversion or other integrated transaction; or

• a U.S. expatriate.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds Ferro common stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Ferro common stock and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of the merger to them.

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Please consult your own tax advisor regarding the consequences of the merger to you in light of your particular circumstances under the Code and the laws of any other taxing jurisdiction.

U.S. Holders

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Ferro common stock that is:

• an individual citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

The exchange of Ferro common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of Ferro common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares under the Merger Agreement and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis generally will equal the price the U.S. holder paid for such shares. Gain or loss will be determined separately for each block of shares of Ferro common stock (i.e., shares of Ferro common stock acquired at the same cost in a single transaction). If a U.S. holder acquired different blocks of shares of Ferro common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of shares of Ferro common stock that it holds.

Such gain or loss generally will be treated as long-term capital gain or loss if the U.S. holder’s holding period in the shares of Ferro common stock exceeds one year at the time of the completion of the merger. Long-term capital gains of non-corporate U.S. holders are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

• A “non-U.S. holder” is a beneficial owner of Ferro common stock that is not a U.S. holder. Payments made to a non-U.S. holder in exchange for shares of Ferro common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

• the gain, if any, on such shares is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to the non-U.S. holder’s permanent establishment in the United States);

• the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the exchange of shares of Ferro common stock for cash pursuant to the merger and certain other conditions are met; or

• the non-U.S. holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of the Ferro common stock at any time during the five-year period preceding the merger, and Ferro is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code for U.S. federal income tax purposes at any time during the shorter of the five-year period preceding the merger or the period that the non-U.S. holder held Ferro common stock.

100

A non-U.S. holder described in the first bullet point immediately above will be subject to regular U.S. federal income tax on any gain realized as if the non-U.S. holder were a U.S. holder, subject to an applicable income tax treaty providing otherwise. If such non-U.S. holder is a foreign corporation, it may also be subject to an additional branch profits tax equal to 30% of its effectively connected earnings and profits (or a lower rate provided by an applicable treaty). A non-U.S. holder described in the second bullet point immediately above will be subject to tax at a rate of 30% (or a lower rate provided by an applicable treaty) on any gain realized, which may be offset by U.S.-source capital losses recognized in the same taxable year, even though the individual is not considered a resident of the United States.

Generally, a corporation is a “United States real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). Ferro has not been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the five-year period preceding the merger.

Information Reporting and Backup Withholding

Payments made in exchange for shares of Ferro common stock generally will be subject to information reporting unless the holder is an “exempt recipient” and may also be subject to backup withholding at a rate of 24%. To avoid backup withholding, U.S. holders that do not otherwise establish an exemption may complete and return IRS Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. A non-U.S. holder that provides the applicable withholding agent with an IRS Form W-8BEN, W-8BEN-E or W-8ECI, as appropriate, will generally establish an exemption from backup withholding.

Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against a holder’s U.S. federal income tax liability, provided the relevant information is timely furnished to the IRS.

THIS DISCUSSION OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. WE URGE YOU TO CONSULT WITH YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

101

FUTURE FERRO SHAREHOLDER PROPOSALS

Ferro has not determined whether it will hold its 2022 annual meeting of shareholders due to the merger proposal. If the merger is consummated, we will have no public shareholders and there will be no public participation in any future meetings of our shareholders. If the merger is not completed, Ferro shareholders will continue to be entitled to attend and participate in Ferro’s annual meeting of shareholders. If Ferro holds its 2022 annual meeting of shareholders, any shareholder proposal intended for inclusion in the proxy materials for the 2022 annual meeting must be received by our Secretary at our headquarters no later than November 25, 2021. Where a shareholder does not seek inclusion of the proposal in the proxy material and submits a proposal outside of the process described in Rule 14a-8 of the Exchange Act, the proposal must still comply with the procedural requirements in Ferro’s bylaws. Accordingly, if Ferro holds its 2022 annual meeting of shareholders, any shareholder proposal must be delivered to the Secretary of Ferro not less than 90 nor more than 120 calendar days before the first anniversary of the prior year’s annual meeting. This means that for the 2022 annual meeting, written notice must be delivered to the Secretary of Ferro between the close of business on December 30, 2022 and the close of business on January 29, 2022. If the date of the annual meeting, however, is delayed by more than 30 calendar days from the first anniversary of the preceding year’s annual meeting, then notice by the shareholder must be delivered no later than the close of business on the later of the 90th calendar day prior to such meeting on the 10th calendar day following the calendar day on which Ferro first announces the meeting date to the public. A copy of the full text of the code of regulations provisions discussed above may be obtained by writing to: Secretary, Ferro Corporation, 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124 or by telephone at (216) 875-5400.

Any shareholder suggestions for director nominations must be submitted by the dates by which other shareholder proposals are required to be submitted as set forth above.

102

MULTIPLE FERRO SHAREHOLDERS SHARING ONE ADDRESS

The SEC has adopted rules that permit companies and intermediaries, such as brokers and banks, to satisfy the delivery requirements for proxy statements with respect to two or more shareholders sharing an address by delivering a single proxy statement, as applicable, addressed to those shareholders, unless contrary instructions have been received. This procedure, which is commonly referred to as “householding,” reduces the amount of duplicate information that shareholders receive and lowers printing and mailing costs for companies.

Certain brokerage firms may have instituted householding for beneficial owners of our common stock held through brokerage firms. If your family has multiple accounts holding our common stock, you may have already received a householding notification from your broker. You may decide at any time to revoke your decision to household, and thereby receive multiple copies of proxy materials. If you wish to opt out of this procedure and receive a separate set of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one, you should contact your broker, trustee or other nominee or Ferro at the address and telephone number below. A separate copy of these proxy materials will be promptly delivered to any shareholder upon written request to Secretary, Ferro Corporation, 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124 or by telephone at (216) 875-5400.

WHERE YOU CAN FIND MORE INFORMATION

Investors will be able to obtain free of charge this proxy statement and other documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, this proxy statement and our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through our website at www.ferro.com. as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information located on, or hyperlinked or otherwise connected to, Ferro’s website referenced anywhere in this proxy statement is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any other filings that we make with the SEC.

The SEC allows us to “incorporate by reference” documents we file with the SEC into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except that information that we file later with the SEC will automatically update and supersede this information. This proxy statement incorporates by reference the documents listed below that have been previously filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

• Ferro’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 1, 2021;

• Ferro’s proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on March 25, 2021;

• Ferro’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which was filed with the SEC on May 10, 2021; and

• Ferro’s Current Reports on Form 8-K or Form 8-K/A, which were filed with the SEC on March 1, 2021, April 30, 2021,  May  11, 2021, May 11, 2021, and July 9, 2021.

We also incorporate by reference into this proxy statement additional documents that Ferro may file with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, from the date of this proxy statement until the earlier of the date of the special meeting and the termination of the merger agreement; provided, however, that we are not incorporating by reference any additional documents or information furnished and not filed with the SEC. A copy of the materials that are incorporated by reference will be promptly delivered to any shareholder upon written request to Secretary, Ferro Corporation, 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124 or by telephone at (216) 875-5400.

103

MISCELLANEOUS

You should rely only on the information contained or incorporated by reference into this proxy statement, the appendices to this proxy statement and the documents we incorporate by reference into this proxy statement to vote your shares at the special meeting. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated July 23, 2021. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement) and the mailing of this proxy statement to shareholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

Ferro, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in such solicitation in connection with the proposed merger is set forth in the proxy statement filed with the SEC on July 23, 2021. Information about the directors and executive officers of Ferro is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 1, 2021, its proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on March 25, 2021, its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, which was filed with the SEC on May 10, 2021, and its Current Reports on Form 8-K or Form 8-K/A, which were filed with the SEC on March 1, 2021, April 30, 2021, May 11, 2021, May 11, 2021, and July 9, 2021.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Ferro Corporation

6060 Parkland Boulevard, Suite 250

Mayfield Heights, Ohio 44124

Attention: Investor Relations

Telephone: (216) 875-5400

www.ferro.com

Your vote is very important. Please promptly vote your shares by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.

By Order of the Board of Directors

    Mark Duesenberg

    Vice President, General Counsel and Secretary

Mayfield Heights, Ohio

July 23, 2021

104

Annex A

CONFIDENTIAL

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

Among

FERRO CORPORATION,

PMHC II INC.

and

PMHC FORTUNE MERGER SUB, INC.

Dated as of May 11, 2021

TABLE OF CONTENTS

		Page
RECITALS			A-1
ARTICLE I THE MERGER			A-1
SECTION 1.1	The Merger		A-1
SECTION 1.2	Closing		A-2
SECTION 1.3	Effective Time		A-2
SECTION 1.4	Articles of Incorporation; Code of Regulations		A-2
SECTION 1.5	Directors and Officers		A-2
ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS			A-3
SECTION 2.1	Effect on Capital Stock		A-3
SECTION 2.2	Treatment of Company Equity Awards		A-3
SECTION 2.3	Surrender of Shares		A-5
SECTION 2.4	Appraisal Rights		A-7
SECTION 2.5	Adjustments		A-8
SECTION 2.6	Further Assurances		A-8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			A-8
SECTION 3.1	Organization and Qualification; Subsidiaries		A-8
SECTION 3.2	Articles of Incorporation and Code of Regulations		A-9
SECTION 3.3	Capitalization		A-9
SECTION 3.4	Authority		A-10
SECTION 3.5	No Conflict; Required Filings and Consents		A-11
SECTION 3.6	Compliance		A-11
SECTION 3.7	SEC Filings; Financial Statements; Undisclosed Liabilities		A-12
SECTION 3.8	Contracts		A-13
SECTION 3.9	Absence of Certain Changes or Events		A-15
SECTION 3.10	Absence of Litigation		A-15
SECTION 3.11	Employee Benefit Plans		A-16
SECTION 3.12	Labor and Employment Matters		A-17
SECTION 3.13	Insurance		A-18
SECTION 3.14	Properties		A-18
SECTION 3.15	Tax Matters		A-19
SECTION 3.16	Proxy Statement		A-20
SECTION 3.17	Intellectual Property; Security		A-20
SECTION 3.18	Environmental Matters		A-21
SECTION 3.19	Opinions of Financial Advisor		A-21
SECTION 3.20	Brokers		A-21
SECTION 3.21	Takeover Statutes		A-22
SECTION 3.22	Affiliate Transactions		A-22
SECTION 3.23	No Other Representations or Warranties		A-22
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			A-22
SECTION 4.1	Organization		A-22
SECTION 4.2	Authority		A-23
SECTION 4.3	No Conflict; Required Filings and Consents		A-23

-i-

SECTION 4.4	Absence of Litigation	A-23
SECTION 4.5	Operations and Ownership of Merger Sub	A-24
SECTION 4.6	Proxy Statement	A-24
SECTION 4.7	Brokers	A-24
SECTION 4.8	Financing	A-24
SECTION 4.9	Ownership of Shares	A-25
SECTION 4.10	Vote/Approval Required	A-26
SECTION 4.11	Solvency	A-26
SECTION 4.12	Certain Arrangements	A-26
SECTION 4.13	No Other Information	A-26
SECTION 4.14	Access to Information; Disclaimer	A-26
ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER		A-27
SECTION 5.1	Conduct of Business of the Company Pending the Merger	A-27
SECTION 5.2	Conduct of Business of Parent and Merger Sub Pending the Merger	A-29
SECTION 5.3	No Control of Other Party’s Business	A-30
ARTICLE VI ADDITIONAL AGREEMENTS		A-30
SECTION 6.1	Non-Solicitation; Acquisition Proposals; Change of Recommendation	A-30
SECTION 6.2	Proxy Statement	A-34
SECTION 6.3	Shareholders Meeting	A-35
SECTION 6.4	Further Action; Efforts	A-36
SECTION 6.5	Notification of Certain Matters	A-38
SECTION 6.6	Access to Information; Confidentiality	A-38
SECTION 6.7	Stock Exchange Delisting	A-39
SECTION 6.8	Publicity	A-39
SECTION 6.9	Employee Benefits	A-40
SECTION 6.10	Directors’ and Officers’ Indemnification and Insurance	A-41
SECTION 6.11	Parent Financing	A-43
SECTION 6.12	Takeover Statutes	A-49
SECTION 6.13	Transaction Litigation	A-49
SECTION 6.14	Obligations of Merger Sub, Obligations of Subsidiaries	A-49
SECTION 6.15	Rule 16b-3	A-49
SECTION 6.16	Delivery of FIRPTA Certification and Notice	A-49
ARTICLE VII CONDITIONS OF MERGER		A-50
SECTION 7.1	Conditions to Obligations of Each Party to Effect the Merger	A-50
SECTION 7.2	Conditions to Obligations of Parent and Merger Sub	A-50
SECTION 7.3	Conditions to Obligations of the Company	A-51
ARTICLE VIII TERMINATION		A-51
SECTION 8.1	Termination	A-51
SECTION 8.2	Effect of Termination	A-53
SECTION 8.3	Expenses	A-56
ARTICLE IX GENERAL PROVISIONS		A-56
SECTION 9.1	Non-Survival of Representations, Warranties, Covenants and Agreements	A-56
SECTION 9.2	Modification or Amendment	A-56
SECTION 9.3	Waiver	A-56
SECTION 9.4	Notices	A-57
SECTION 9.5	Certain Definitions	A-57

-ii-

SECTION 9.6	Severability	A-63
SECTION 9.7	Entire Agreement; Assignment	A-63
SECTION 9.8	Parties in Interest	A-63
SECTION 9.9	Governing Law	A-63
SECTION 9.10	Headings	A-63
SECTION 9.11	Counterparts	A-63
SECTION 9.12	Specific Performance	A-64
SECTION 9.13	Jurisdiction	A-64
SECTION 9.14	WAIVER OF JURY TRIAL	A-65
SECTION 9.15	Interpretation	A-65
SECTION 9.16	No Recourse	A-66
SECTION 9.17	Debt Financing Sources	A-66

-iii-

INDEX OF DEFINED TERMS

Acceptable Confidentiality Agreement	A-57
Acquisition Proposal	A-33
Action	A-15
Affiliate	A-58
Agreement	A-1
Alternative Financing	A-44
Alternative Financing Commitment Letter	A-44
Anti-Corruption Laws	A-12
Antitrust and Foreign Investment Law	A-58
Applicable Date	A-12
Articles of Incorporation	A-9
Bankruptcy and Equity Exception	A-10
Benefit Continuation Period	A-40
Boards of Directors	A-1
Book-Entry Shares	A-5
Business Day	A-58
Cancelled Shares	A-3
Capitalization Date	A-9
CBA	A-14
Certificate of Merger	A-2
Certificates	A-5
Change of Recommendation	A-35
Closing	A-2
Closing Date	A-2
Code	A-16
Code of Regulations	A-9
Common Stock	A-9
Company	A-1
Company Disclosure Letter	A-8
Company Equity Award	A-58
Company Notice	A-32
Company Plans	A-16
Company Related Parties	A-55
Company Requisite Vote	A-10
Company Securities	A-10
Company Service Providers	A-16
Company Stock Plans	A-58
Company Termination Payment	A-58
Company Transaction Obligations	A-55
Confidentiality Agreement	A-39
Continuing Employees	A-40
Contract	A-13
control	A-58
COVID-19	A-58
COVID-19 Measures	A-59
Credit Facilities	A-59
Debt Financing	A-24
Debt Financing Commitments	A-24
Debt Financing Sources	A-59
Definitive Financing Agreements	A-43

Dissenting Shares	A-7
DOJ	A-36
Effective Time	A-2
End Date	A-52
Environmental Laws	A-21
ERISA	A-16
ERISA Affiliate	A-17
Exchange Act	A-11
Exchange Fund	A-5
Excluded Information	A-47
Financial Advisor	A-21
Financing Uses	A-25
Foreign Company Plan	A-17
FTC	A-36
GAAP	A-59
Governmental Entity	A-11
Hazardous Materials	A-21
Hedging Arrangements	A-28
HSR Act	A-58
Indemnified Parties	A-41
Intellectual Property	A-21
Intervening Event	A-33
IRS	A-16
knowledge	A-59
Law	A-59
Lease	A-59
Leased Real Property	A-18
Leases	A-59
Licenses	A-12
Lien	A-60
Marketing Period	A-60
Material Adverse Effect	A-60
Material Contract	A-15
Merger	A-1
Merger Sub	A-1
Notice Period	A-31
NYSE	A-11
OGCL	A-1
Option	A-3
Owned Real Property	A-19
Parent	A-1
Parent Disclosure Letter	A-22
Parent Group	A-36
Parent Material Adverse Effect	A-51
Parent Regulatory Termination Fee	A-54
Parent Related Parties	A-55
Parent Reverse Termination Fee	A-54
Parent Termination Fee	A-54
Parent Transaction Obligations	A-56
Parties	A-1

-iv-

Party	A-1
Paying Agent	A-5
Payoff Letters	A-48
PBGC	A-17
Pension Plan	A-17
Per Share Merger Consideration	A-3
Permitted Liens	A-61
Person	A-62
Proceeding	A-41
Proxy Statement	A-20
PSU	A-4
Recommendation	A-11
Regulatory Remedy	A-37
Representatives	A-30
Required Information	A-62
Restricted Stock	A-9
Sanctions and Export Control Laws	A-12
SEC	A-12

SEC Reports	A-12
Securities Act	A-12
Share	A-3
Sponsor	A-1
Share Unit	A-3
Shareholders Meeting	A-35
subsidiaries	A-62
subsidiary	A-62
Superior Proposal	A-34
Surviving Corporation	A-1
Takeover Law	A-22
Tax Return	A-19
Taxes	A-20
Transaction Documents	A-62
Transaction Litigation	A-49
WARN Act	A-18
Willful Breach	A-62

-v-

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of May 11, 2021 (this “Agreement”), is entered into by and among Ferro Corporation, an Ohio corporation (the “Company”), PMHC II Inc., a Delaware corporation (“Parent”), PMHC Fortune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).

RECITALS

WHEREAS, the respective boards of directors (the “Boards of Directors”) of Parent and Merger Sub have approved and declared advisable this Agreement, the acquisition of the Company by Parent on the terms and subject to the conditions set forth in this Agreement, and the merger of Merger Sub with and into the Company (the “Merger”) with the Company surviving the Merger on the terms and subject to the conditions set forth in this Agreement and have authorized the execution and delivery hereof;

WHEREAS, the Board of Directors of the Company has (i) determined that it is in the best interests of the Company and the shareholders of the Company, and declared it advisable, to enter into this Agreement with Parent and Merger Sub providing for the Merger in accordance with the Ohio General Corporation Law (as amended) of the State of Ohio (the “OGCL”), (ii) approved this Agreement, the Merger and the other transactions contemplated hereby in accordance with the OGCL, the Articles of Incorporation and the Code of Regulations and (iii) adopted a resolution recommending this Agreement be adopted by the shareholders of the Company in accordance with the terms hereof; and

WHEREAS, as a material inducement to, and as a condition to, the Company entering into this Agreement, concurrently with the execution of this Agreement, American Securities Partners VII, L.P., a Delaware limited partnership, American Securities Partners VII(B), L.P., a Delaware limited partnership, and American Securities Partners VII(C), L.P., a Delaware limited partnership (collectively, the “Sponsor”) have each entered into an Equity Financing Commitment (as defined below), dated as of the date hereof, guaranteeing certain of Parent’s and Merger Sub’s obligations under this Agreement; and

WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, and of the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

THE MERGER

SECTION 1.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the OGCL, at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and a wholly owned subsidiary of Parent, and the separate corporate existence of the Company, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in Article II. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Company as the Surviving Corporation and all claims, obligations, debts, liabilities and duties of the Company and Merger Sub shall become the claims, obligations, debts, liabilities and duties of the Company as the Surviving Corporation. The Merger shall have the effects set forth in this Agreement and specified in the OGCL.

A-1

SECTION 1.2 Closing. The closing of the Merger (the “Closing”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York, at 9:00 a.m., New York City time, on the third (3^rd) Business Day following the day on which the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) have been satisfied or, to the extent permitted by applicable Law, waived in accordance with this Agreement or at such other time and place as the Company and Parent may agree in writing; provided, that if the Marketing Period has not ended as of such date, the Closing shall occur on the earlier of (a) a date during the Marketing Period specified by Parent in writing on no fewer than three (3) Business Days’ notice to the Company, and (b) the third (3^rd) Business Day immediately following the last day of the Marketing Period, in each case, subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions); provided, further, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the Parties shall cooperate in connection therewith. The date on which the Closing occurs is referred to herein as the “Closing Date”.

SECTION 1.3 Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company and Parent will cause the Merger to be consummated by executing and filing an agreement of merger (the “Certificate of Merger”) with the Secretary of State of the State of Ohio in accordance with Section 1701.78 of the OGCL. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Ohio or at such later time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the OGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

SECTION 1.4 Articles of Incorporation; Code of Regulations.

(a) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation, until thereafter amended or restated as provided therein and in accordance with applicable Law, in each case consistent with the obligations set forth in Section 6.10.

(b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the code of regulations of the Company in effect immediately prior to the Effective Time shall be the code of regulations of the Surviving Corporation (except that references therein to the name of Merger Sub shall be replaced by references to the name of the Surviving Corporation), until thereafter amended or restated as provided therein or by the articles of incorporation of the Surviving Corporation and in accordance with applicable Law, in each case consistent with the obligations set forth in Section 6.10.

SECTION 1.5 Directors and Officers.

(a) The Parties shall take all actions reasonably necessary to cause the directors of Merger Sub as of immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, to serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and the code of regulations of the Surviving Corporation and applicable Law.

(b) The officers of the Company as of immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time, to serve until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and code of regulations of the Surviving Corporation and applicable Law.

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ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK

OF THE CONSTITUENT CORPORATIONS

SECTION 2.1 Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any of the following securities:

(a) Merger Consideration. Each share of Common Stock (as defined below) issued and outstanding immediately prior to the Effective Time (each such share, a “Share”) (other than (i) Shares owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent immediately prior to the Effective Time and Shares owned by the Company or any wholly owned subsidiary of the Company immediately prior the Effective Time, including Shares held in treasury by the Company, and in each case not held on behalf of third parties (collectively, the “Cancelled Shares”), (ii) the Dissenting Shares (as defined below) and (iii) Shares of Restricted Stock (as defined below)) shall be converted automatically into and shall thereafter represent the right to receive $22.00 per share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares that have been converted into a right to receive the Per Share Merger Consideration as provided in this Section 2.1(a) shall no longer be outstanding, shall be cancelled and extinguished automatically and shall cease to exist, and each former holder of such Shares that were outstanding immediately prior to the Effective Time will cease to have any rights with respect to such Shares, except for the right to receive the Per Share Merger Consideration for each such Share to be paid in consideration therefor in accordance with this Article II.

(b) Cancellation of Cancelled Shares. Each Cancelled Share shall cease to be outstanding, shall automatically be cancelled without any conversion thereof or payment of any consideration therefor and shall cease to exist.

(c) Merger Sub. Each share of common stock, par value $1.00 per share, of Merger Sub, issued and outstanding immediately prior to the Effective Time, shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

SECTION 2.2 Treatment of Company Equity Awards.

(a) Treatment of Options. Immediately prior to the Effective Time, except as otherwise agreed to in writing between a holder of an Option (as defined below) and Parent, each outstanding and unexercised option to purchase Shares (an “Option”) granted under a Company Stock Plan shall, automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and shall only entitle the holder of such Option to receive (without interest), at or promptly after the Effective Time, an amount in cash equal to (x) the total number of Shares subject to such Option multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share under such Option, less applicable Taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Option which has a per Share exercise price that is greater than or equal to the Per Share Merger Consideration shall be cancelled at the Effective Time for no consideration or payment and shall have no further force or effect.

(b) Treatment of Share Units. Immediately prior to the Effective Time, except as otherwise agreed to in writing between a holder of a Share Unit (as defined below) and Parent, each outstanding share of Restricted Stock, restricted share unit (other than a PSU), deferred share unit, phantom share unit or similar stock right (any such arrangement, other than a PSU, a “Share Unit”), granted under a Company Stock Plan shall, automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and shall only entitle the holder of such Share Unit to receive (without interest), at or promptly after the Effective Time, an amount in cash equal to (x) the total number of Shares subject to such Share Unit immediately prior to

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the Effective Time multiplied by (y) the Per Share Merger Consideration, less applicable Taxes required to be withheld with respect to such payment.

(c) Treatment of Performance-Based Share Units. Immediately prior to the Effective Time, except as otherwise agreed to in writing between a holder of a PSU (as defined below) and Parent, each outstanding performance-based share unit (any such arrangement, a “PSU”), granted under a Company Stock Plan shall automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and shall only entitle the holder of such PSU to receive (without interest), at or promptly after the Effective Time, an amount in cash equal to (i) the number of Shares subject to such PSU immediately prior to the Effective Time, calculated based on the greater of (A) actual performance achieved in accordance with the terms of such PSU and this Section 2.2(c), and (B) target level performance over the entire performance period, multiplied by (ii) the Per Share Merger Consideration, less applicable Taxes required to be withheld with respect to such payment. For purposes of measuring actual performance as described in clause (A) of the preceding sentence, (i) any performance measures related to total shareholder return shall be calculated by, first, determining the volume weighted average closing trading price of the Company’s (or relevant peer group’s) common stock over the thirty trading days commencing on the first trading day occurring after the date of public announcement of this Agreement, and then, second, using such average prices as the “ending prices” for purposes of calculating relative total shareholder return (with the resulting relative total shareholder return calculations as of the last day of such thirty trading day period being substituted as the total shareholder return criteria for such PSU) and (ii) any performance measures related to goals other than total shareholder return shall be calculated based on extrapolation of the actual performance results achieved through the Effective Time as applied to the duration of the relevant performance periods, with such extrapolation calculations to be determined by the Compensation Committee of the Board of Directors and subject to Parent’s review prior to the Effective Time in good faith and consistent with past practice.

(d) Cancellation of Company Equity Awards. For the avoidance of doubt, except as otherwise agreed to in writing, following the Effective Time, no Option, Share Unit or PSU that was outstanding immediately prior to the Effective Time shall remain outstanding, and each former holder of any Option, Share Unit or PSU shall cease to have any rights with respect thereto, except the right to receive the consideration (if any) in exchange for such Option, Share Unit or PSU set forth in Section 2.2(a), Section 2.2(b) and Section 2.2(c).

(e) Corporate Actions. At or prior to the Effective Time, the Company, the Board of Directors of the Company and the Compensation Committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary or required to effectuate the provisions of this Section 2.2 and shall take all actions necessary to terminate each Company Stock Plan as of the Effective Time without any ongoing liability to Parent.

(f) Required Payments. At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate amount owed to holders of Options, Share Units and PSUs (after giving effect to any required Tax withholdings as provided in Section 2.3(f)). As promptly as reasonably practicable following the Closing Date, but in no event later than the next regularly scheduled payroll date following the Closing Date (provided such payroll date shall be not less than three (3) Business Days following the Closing Date), the Surviving Corporation shall cause the applicable former holders of Options, Share Units and PSUs to receive a payment from the Surviving Corporation, through its payroll system or payroll provider, of all amounts required to be paid to such former holders in respect of Options, Share Units and PSUs that were cancelled and converted pursuant to Sections 2.2(a), 2.2(b) or 2.2(c), as applicable (after giving effect to any required Tax withholdings as provided in Section 2.3(f)). Notwithstanding the foregoing, if any payment owed to a holder of Options, Share Units and PSUs pursuant to Sections 2.2(a), 2.2(b) or 2.2(c), as applicable, cannot be made through the Surviving Corporation’s payroll system or payroll provider, then the Surviving Corporation shall issue a check for such payment to such holder (less applicable withholding taxes), which check shall be sent by courier to such holder promptly following the Closing Date (but in no event more than five (5) Business Days thereafter). Notwithstanding the foregoing, to the extent any such

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amounts relate to a Company Equity Award that is nonqualified deferred compensation subject to Section 409A of the Code, the Company and/or the Surviving Corporation shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement relating to such Company Equity Award that will not trigger a tax or penalty under Section 409A of the Code.

SECTION 2.3 Surrender of Shares.

(a) Paying Agent. Prior to the Effective Time, Parent or Merger Sub shall enter into an agreement in form and substance reasonably acceptable to the Company with a paying agent selected by Parent with the Company’s prior written approval, which approval shall not be unreasonably conditioned, withheld or delayed, to act as agent for the shareholders of the Company in connection with the Merger (the “Paying Agent”) to receive payment of the aggregate Per Share Merger Consideration to which the shareholders of the Company shall become entitled pursuant to Section 2.1(a). Immediately prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, a cash amount in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to pay the aggregate Per Share Merger Consideration pursuant to Section 2.1(a) (such cash being hereinafter referred to as the “Exchange Fund&#