Elliott Advisers, leader of the group of dissident AkzoNobel shareholders during the recent PPG takeover approach, is continuing its legal battle against AkzoNobel’s top management, despite its rebuff in the Enterprise Chamber of the Amsterdam Court of Appeal on 29 May.
Elliott and its affiliates, which have now increased their holding in AkzoNobel to approximately 9.5%, have jointly petitioned the Dutch Interim Relief Court (IRC) for authorization to convene a extraordinary meeting of shareholders (EGM) to vote on the dismissal of Antony Burgmans, chairman of AkzoNobel’s supervisory board.
In addition, Elliott, which is now AkzoNobel’s largest individual shareholder, says that its case to investigate management practices at AkzoNobel, in which no immediate relief was granted by the Enterprise Chamber in its preliminary judgment on 29 May, will continue on a nonexpedited basis, with the next hearing scheduled for 20 September. Elliott says the Enterprise Chamber proceedings are separate and different from the IRC case filed today.
Elliott says that, despite its rejection of Elliott’s call to order an EGM, the Enterprise Chamber acknowledged that the company is facing a serious crisis of confidence between its shareholders and the top management. The Chamber declared that the management and supervisory boards should “consider the way in which AkzoNobel can normalize its relationship with this part of its shareholders.” The convocation of an EGM was requested by Elliott on 10 April, with the support of investors owning over 10% of AkzoNobel’s issued shares, but this request was denied by the company, in a move that Elliott describes as “an extraordinary case of shareholder disenfranchisement.”
Stepping up its pressure on the AkzoNobel management, Elliott today released the results of a survey undertaken by Georgeson, a leading strategic shareholder communications and consulting service firm, to evaluate the views of AkzoNobel’s institutional shareholders. Respondents to the survey represented approximately one-third of the company’s share capital and included 12 of the top 20 shareholders. The main conclusion was that the vast majority of respondents are dissatisfied with the leadership of AkzoNobel and all would like an EGM to be held. Some 96% of respondents were dissatisfied with the way AkzoNobel handled the recent PPG takeover approach, and many also cited the company’s “chronic underperformance” prior to the PPG bid. Elliott says the survey highlighted a strong conviction that shareholders should be granted a vote on whether the chairman of the supervisory board should be allowed to continue to serve.
Faced with opposition from the supervisory and management boards, PPG dropped its €24.6 billion ($29.49 billion) attempt to buy AkzoNobel on 1 June and under Dutch securities law cannot approach the company again until the beginning of December.
By Natasha Alperowicz
Source: Chemical Week
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