A small number of activist investors in Aryzta saw through the completion of a boardroom overhaul at the Swiss-Irish bakery group’s annual general meeting (agm) at its headquarters near Zurich on Tuesday, which was held behind closed doors.
The development means the company is less likely to accept a €734 million takeover offer from US hedge fund Elliott Management, according to analysts.
Elliott, which made a formal bid last week, was being courted by the company before an initial boardroom coup in September saw new chairman, Urs Jordi, and two other activist-nominated figures join the board.
Mr Jordi, who had been put forward by Swiss investment firm Veraison Capital and Spain's Cobas Asset Management, has been clear since the outset that he sees greater value for Aryzta investors by the company remaining on the stock market and selling off non-core assets to reduce its €1 billion net debt and simplify the business.
Aryzta’s agm was held without the attendance of shareholders, under Swiss Covid-19 restrictions that limit those attending a public meeting to five. In addition, the company said it was not “prudent or safe to facilitate a production crew to broadcast it as a virtual event”. It also did not provide an opportunity for investors to dial in and listen to proceedings by phone.
Re-election
Aryzta said in early November that it would not be nominating for re-election at the agm the remaining five directors who had been on the board before the September coup – Mike Andres, Greg Flack, Jim Leighton, Tim Lodge and Alejandro Legarda Zaragüeta.
However, Lodbrok Capital, a UK investment firm that owns 4 per cent of Aryzta and 29 per cent of the company's €800 million of hybrid debt, nominated Mr Legarda Zaragüetaf for re-election and put forward two fresh candidates: Gordon Hardi and Jörg Riboni. All three were supported by shareholders who voted by proxy ahead of the agm.
Aryzta’s nomination of another new director, Hélène Weber-Dubi, was also voted through.
Aryzta said in advance of the meeting that its investor relations team would respond “rapidly” to any questions from shareholders, who would ordinarily have an opportunity to speak at an agm. However, a spokesman said the company did not receive any questions in advance.
Lodbrok welcomed the outcome of the meeting, where investors behind 74 per cent of Aryzta’s stock voted by proxy, saying it was “a clear vindication for the chairman’s plan to dispose, delever and refocus”.
“The strong turnout provides a powerful mandate from shareholders,” said Lodbrok, which is against a sale to Elliott. “The new board is well-placed to maximise value from the disposal process, deleverage the capital structure and optimise the remaining core business and deliver value to customers.”
