08.12.2020 – 10:16
Lodbrok Capital issues letter to Aryzta Board on AGM and decision on offer from Elliott Advisors (UK)
Lodbrok Capital has today issued a letter to the Board of Aryzta in relation to binding offer from Elliott Advisors (UK) Limited ("Elliott") for the entire share capital of Aryzta at a price of 0.80 CHF per share.
The letter makes clear our position that it would be highly inappropriate and grossly inconsistent with their fiduciary duties for the current Board to take any action or make any recommendation, whether neutral or otherwise, on such an offer, until the AGM scheduled for 15th December 2020 has occurred. The decision whether to sell the Company to an investor such as Elliott is an existential one, which must be made by a Board representing the interests of current shareholders. Such interests have already been expressed, as evident in the published AGM Agenda. Given the significant changes in Board membership which will occur at the AGM, it is critical that the meeting is not postponed in order to facilitate an Elliott bid or otherwise. It is clear from the offer conditions that Elliott fears it cannot compete with the Chairman's stand-alone plan to dispose, delever and refocus; rather, it is unfairly applying undue pressure on the Board and shareholders to force a rash decision without sufficient time to properly assess an Elliott bid relative to the stand-alone plan being pursued.
Given the material changes to the composition of the Board referred to above, we believe that the current Board has no mandate from shareholders to make such existential decisions. It is a fact that four current Board Members will leave the Board following the AGM as they are not proposed for re-election. It would therefore be highly inappropriate for these departing Board Members to participate in any decision relating to an Elliott bid given the long-term and irreversible implications of such decisions. Instead, shareholders have put forward new candidates to support the change in strategic direction outlined by the Chairman and supported by an overwhelming majority of shareholders at the EGM in September. These candidates are supported by the Board, the larger shareholders and at least two proxy advisors.
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