Jefferies analyst Philip Ng notes that Knauf filed preliminary proxy materials, encouraging shareholders to vote against the four director nominees in an attempt to get USG's board to more actively engage. While the analyst had previously thought it would be difficult for a hostile takeover given USG's defensive bylaws, such as a classified board, Knauf is clearly taking a more activist approach. The analyst continues to believe a takeout price in the range of $45-$52/share would require USG to reconsider. He reiterates a Hold rating and $36 price target on USG shares.