Board of the NH hotel group agreed to submit it for consideration at its next meeting. The dismissal of Alfredo Fernández Agras as chairman after losing “trust” and appointing Dillip Rajakarier from the Thai Minor group and their current CEO, Ramón Aragonés, as new chairman and vice-president, respectively, As the company reported to the National Securities Market Commission this Friday (CNMV).
The hotel company urgently convened its board of directors yesterday after the blocky resignation of three of the company’s independent directors over disagreements with the recent actions of majority partner Minor. One of the resigning directors is the chairman of the council, Alfredo Fernández Agras.
In addition to the dismissal of Fernández Agras as president, NH’s board has agreed to start the selection process for new independent directors “immediately”. To do this, he will hire a specialist ‘headhunter’ firm to seek advice.
The Board is of the opinion that the three independent directors, who submitted their resignations, acted “disloyally” during the preparation process for a possible dismissal proposal to serve in certain positions with the objection of other board members, and “interfered” with the review process of the members of the board of directors. Independent expert report prepared by the CNMV.
Stating that the behaviors of the resigning managers “harm the NH Hotel Group and the good image of the society”, the NH board of directors argues that “the statements made by the independent directors in their resignation letters are clearly incomplete and biased”. Market”.
“As a result, the NH Hotel Group is obliged to reserve the use of ongoing transactions in relation to transactions carried out by independent directors”, the Council affirms.
At the council meeting held yesterday at the request of other members, Respond to the resignation letter from the directors, in which they guaranteed Minor’s decision to purchase NH shares for 30 days at a price “not higher than 4.5 euros per share”. It assumes “to the detriment of minority shareholders of the company”.
Minor’s frustrated takeover bid for NH, and specifically the price the Thai company was willing to pay to acquire the uncontrolled 6% stake in the hotel chain, split the Spanish business group’s board of directors.
NH hotel group president, Together with Alfredo Fernández Agras, José María Cantero de Montes-Jovellar and Fernando Lacadena Azpeitia, independent executives, last Tuesday “irrevocable decision” to resign from members of the governing body For disputes regarding “actions performed by minor”.
In their statement, they assured that on March 9, 2020, the NH board of directors, including Minor’s registrants, “unanimously” approved a €7.30 exclusion takeover proposal, suspended due to the pandemic. superior to what is currently offered.
In their view, business prospects are “very positive”, so they think Minor’s offer will “encourage an even greater reduction in the liquidity of NH shares to the detriment of minority shareholders”.
As reported by the Company to the National Securities Market Commission (CNMV) the resignation of these three directors will take effect at the company’s first ordinary shareholders meeting, It is scheduled to take place next June.
In their letter of resignation, These three executives stated that this decision was due to Minor’s refusal to support a public delisting proposal at a price accepted by the CNMV. “harming minority shareholders” of the company.
Faced with this situation, the other board members of the hotel group, who did not agree with these statements, announced that a board of directors was urgently convened yesterday afternoon to examine these statements and give an official response “as”. as soon as it’s possible.”
In addition to these three independent persons, three executives (Ramón Aragonés, CEO of the group, Rufino Pérez and Laia Lahoz) and four registered representatives (William Ellwood Heinecke, founder and chairman of Minor, Dillip) represent Minor’s interests on the NH board of directors. ) exists. Rajakarier, Stephen Andrew Chojnacki, and Kosin Chantikul).
source of conflict
The conflict erupted on Sunday night, May 7, when Minor, which owns more than 94% of the hotel’s capital, announced its intention to purchase NH shares for a period of 30 days at “no more than 4.5 euros per share”. “ He underlined that after this period, he will not buy shares again.
Monday morning, CNMV suspends trading of company securities and hours later he explained why. “Any transaction or action that may convey the message to the market that an investor or shareholder is willing to buy a certain number of shares under certain conditions may constitute a bidding process.”
In a related subsequent incident on May 10, Minor admitted that his initial intention was to submit the company’s shares to a delisting offer. The Thai company had requested a valuation report from EY for this. the independent expert determined the value range of the shares between 4.81 and 5.68 euros, an insufficient range for the public institution that brought the price closer to 6 euros, so it did not give approval and Minor had to withdraw from this process.
In his communication with CNMV, Minor explained in his proposal that the acquisitions will be made at “market prices” without setting a maximum price, and insisted that this acquisition process should “in no way” be considered a takeover offer. Spanish regulations.
This is how the Thai company responded to the Spanish market monitor, who warned it hours ago that it would have to do so if it insisted on an offer to buy all or some of the NH shares it did not control, for a fixed price. start a takeover bid, and that price should be “justified enough in CNMV’s view”, he said.
The crisis was exacerbated this Tuesday when the company’s independent directors collectively submitted their resignations. President Alfredo Fernández Agras, José María Cantero and Fernando Lacadena, who resigned from the company as of June, the date when the shareholders’ meeting should be held. They assume that Minor’s decision was “to the detriment of the company’s minority shareholders.” The NH chairman announced his “irreversible” decision not to sell any of the 177,834 shares of the company he owns.
According to Minor, the decision to buy shares contributed to providing more liquidity to NH.