UK/NETHERLANDS - Hermes, the wholly-owned fund manager of the BT Pension Scheme, and other shareholders have used their collective power to force Dutch technology firm ASMI to delay a planned extraordinary shareholder meeting (EGM) being held next month.
After months of wrangling with its major shareholders, ASMI International was due to hold a special meeting on July 15, as well as face a hearing at the Enterprise Court, to tackle propose changes to its non-executive board and a new CEO to head up the operation which is said to have effectively prevented any major change of executive management.
The meeting had been scheduled as Hermes and shareholders had previously called for the removal of the entire board of director at the firm following several years of poor performance at the firm and a profit warning in April. (See earlier IPE article: Hermes pushes shareholder role to change board)
To tackle this management challenge from Hermes and other shareholders, ASMI was proposing to put in place a new CEO to replace Chuck Del Prado as well as replace the entire non-executive board, providing it had shareholder backing
However, the process of making EGM changes is ‘archaic' according to one Hermes source, as any such meeting requires all of its shareholders to attend for any vote to hold - rather than the 75% majority usually seen at other Dutch firms.
This was all happening at the same time as the board enacted a practice allowing the firm to increase its shares issued by 30% - to 130% - in the event of a hostile takeover, but in turn gave the Del Prado family 53% of the shareholding, and making any reforms unlikely.
Hermes - acting as Hermes Focus Asset Management Europe on behalf of pension funds and other investors - as well as other shareholders, such as Fursa and Centaurus, had managed to secure an Enterprise Court hearing to resolve the situation, but those meetings have now been postponed as there is now a bid on the table from rival firm Applied Materials and Francisco Partners to buy AMSI.
As a result of this bid, ASMI has set up a monitoring panel containing existing executives Arthur Del Prado, Paul van den Hoek, Heinrich Kreutzer and representatives of the shareholders, to review the bid being discussed by the transaction committee - Chuck Del Prado and Leon van den Boom.
Officials at Hermes and Fursa say they retain the right to seek a ruling from the Enterprise chamber if and when needed, concerning the preference shares, and any EGM has now been delayed until October 15, 2008.
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