situation NH remains tense after the initiative of its largest shareholder, Thai Small, to buy the shares of the group it does not control without making an offer to take over, which cost him a one-and-a-half day listing suspension. It was the move that led to the dismissal of Alfredo Fernández Agras, who announced his resignation as company president last Thursday, along with two other independent directors of the hotel, José María Cantero de Montes-Jovellar and Fernando Lacadena Azpeitia, the previous Tuesday. Already on the board they have backups and this Monday confirmed the appointment of Dillip Rajakarier, Minor CEO and NH’s current CEO, Ramón Aragonés, have been appointed as the new president and vice president, respectively, as the company has reported to the National Securities Market Commission (CNMV). These appointments are made after receiving a negative report from the Appointment, Remuneration and Corporate Governance Committee.
The Board is of the opinion that three independent directors acted “disloyally” during the preparation of a possible takeover proposal to occupy certain positions with the objection of other board members; and It also accuses them of “interfering” in the process of reviewing the independent expert report prepared by the CNMV.. NH’s board of directors affirmed that “the statements made by the independent directors in their resignation letters are clearly incomplete and biased” and that the behavior of the resigning executives “harms the NH Hotel Group and the good image of the society”. Market”.
Independents’ reasons
Three independents leaving the company claim it was unanimously approved on March 9, 2020, including company executives. initiate a public delisting bid process at €7.30 per share. The operation was reported to the CNMV, but was later suspended due to the development of the pandemic. Considering that the number of shares has increased by 11% despite the inflation and interest rates at the moment, he stated that the hotel company has managed to close its accounts and that Minor wants to make a presentation to this board in the second half of the year. was once again offered to the public to delist NH. In the midst of this chaos, CNMV did not justify Minor’s intended valuation range of EUR 4.81 and EUR 5.68 per share.
What surprised the resigning executives, according to independents, was Minor’s decision to buy the shares via market order last week for up to 4.50 euros per share. “Significantly lower than the above-mentioned range, which the CNMV does not justify as an exclusion price. After the congregation, Minor had to stop the process. “The CNMV’s response was strong and shows, in our view, that Minor’s decision was inappropriate,” the resigning independent directors said in a statement.