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Activists threaten legal action if Aryzta EGM is further delayed

 

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Aryzta: Chair Gary McGann

Aryzta: Chair Gary McGann

Aryzta: Chair Gary McGann

SHAREHOLDERS in Swiss-Irish foods company Aryzta warned that they would take legal action if the company's extraordinary general meeting (EGM) does not take place on September 16 as planned.

The activist group owns more than 20pc of Aryzta and is led by Swiss asset management company Veraison. It had requested an EGM take place on May 20.

In yesterday's statement, the investors said that the delay in holding the EGM and what it termed a "chaotic strategy process" confirm the need for "urgent" management change.

Earlier this week the board of Aryzta, which has a range of food brands from Otis Spunkmeyer to Cuisine de France, said the EGM would be held on September 16, not in August as expected.

The delay comes after Aryzta told shareholders on Monday that a number of third parties have made unsolicited takeover approaches for the food company.

Chairman Gary McGann said he will step down both as chairman and as a board member of the company following the EGM if the board has not recommended a takeover offer by then.

It is delaying the vote to allow time for those expressions of interest to translate into a formal offer.

Veraison yesterday said that, following Aryzta's breach of its previous commitment to hold the EGM by mid-August, "the board is disrespecting the trust and fundamental rights of shareholders".

They said they found it "disconcerting" that a strategic review of the company announced in May by the board has "apparently failed to reach any conclusions."

The activists pledged they would take legal action to ensure the September EGM goes ahead "in order to avoid further value destruction by the current board in this transitional period."

In response, a spokesperson for Aryzta said that the board had asked Mr McGann to remain as chair in the event that there is a deal announced prior to the EGM.

"Aryzta is dealing with the shareholder group's proposals - which the board do not consider to be in the best interests of the group - and, what he [Mr McGann] has characterised as the greatest existential threat, within his lifetime, in the form a global pandemic."

"Quite simply, Mr McGann does not believe that any form of contested process - against this backdrop - is in the best interests of Aryzta," the spokesperson added.

The activist group said this month that the company needs to sell at least €600m in assets in order to cut its debt to more manageable levels.

It had originally sought the EGM in order to demand the removal of five directors from the board; Mr McGann and Aryzta CEO Kevin Toland, along with non-executive directors Annette Flynn, Dan Flinter and Rolf Watter.

They have since said they would be happy for Mr Toland to remain on the board.

Aryzta said on Monday that two directors, Mr Flinter and Mr Watter would resign from the board at the conclusion of the extraordinary meeting in September.

The company said the proposals to remove each of these directors are now obsolete.

Aryzta shares rose more than 2.5pc in Dublin trading yesterday.

Irish Independent