situation in New Hampshire remains tense after the move by its largest shareholder, Thai Small, to acquire the remaining shares of the group it does not control without launching a formal takeover bid. The episode led to a one-and-a-half day suspension of trading on the market. This sequence culminated in the resignation of Alfredo Fernández Agras, who stepped down as company president last Thursday, followed by two other independent directors, José María Cantero de Montes-Jovellar and Fernando Lacadena Azpeitia, who left the board the previous Tuesday. The board has retained backups, and on Monday the appointments of Dillip Rajakarier, Minor’s chief executive officer and NH’s current CEO, Ramón Aragonés, as president and vice president were confirmed, according to the company’s filing to the National Securities Market Commission. These changes followed a negative report from the Appointment, Remuneration and Corporate Governance Committee. [CNMV filing]
The board regards the three independent directors as having acted in a disloyal manner during the preparation of a possible takeover proposal and as having sought to occupy certain board positions despite the opposition of other members. It also accuses them of interfering in the process of reviewing an independent expert report prepared for the CNMV. NH’s board asserted that the resignation letters from these executives contain incomplete and biased statements, and that their conduct harms NH Hotel Group and the company’s public image. Market reactions were noted in the same communications. [CNMV documentation]
Independents’ reasons
Three independent directors who left the company claimed unanimity in approving a public delisting bid process on March 9, 2020, with a proposed price of €7.30 per share. While the operation was reported to the CNMV, it was halted due to the onset of the pandemic. The company noted that the share count had risen by around 11% even as inflation and interest rates affected the market, and it was stated that Minor sought to brief the board in the second half of the year. The public delisting remained on the table, as the situation grew more unsettled, but the CNMV did not justify Minor’s proposed valuation range. [CNMV report]
What surprised the resigning executives, according to the independents, was Minor’s choice to acquire available shares via a market order last week at prices up to €4.50 per share. The independents described this action as significantly lower than the previously cited range and criticized the CNMV for not providing a clear exclusion price. Following this development, Minor paused the process. The independence directors stated that the CNMV’s response signaled disapproval of Minor’s decision, calling it inappropriate in their view. [CNMV correspondence]
Observers note that the episode occurred amid a broader struggle over control and strategic direction for NH Hotel Group. The dissent among independent voices highlighted questions about governance procedures, the role of the CNMV in evaluating takeover proposals, and the impact of shareholding shifts on the company’s long-term plan. The board’s stance emphasized loyalty to the group’s governance framework and a preference for ensuring any major corporate action aligns with the interests of all shareholders and the organization’s stability. [Regulatory summaries]