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At the meeting held on 23 July, Cordiant's chief executive David
Hearn, chairman Nigel Stapleton, chief financial officer Andrew
Boland were removed from the board. But corporate governance experts
said the move was very rare.
An NYtimes.com report says that the buyout by WPP has been highly
contested, particularly by Cordiant's largest shareholder, Active
Value Advisors. The major objection raised by the shareholders was
that they were not getting a fair due for their holdings. However,
over 99 per cent of shareholders voted for the deal because they
were left without another choice.
In June, Cordiant had agreed to be bought by WPP in a deal that
values the company at about £10 million ($16.8 million). WPP
also bought Cordiant's bank debt for 100 per cent of its face value.
In case of bankruptcy, the shareholders would get nothing, while
the WPP deal grants them one WPP share for every 205 Cordiant shares
they own, or about 2.5 pence each.
Ultimately, shareholders had their say when they voted 69 per cent
in favor of ousting the three executives from the board. "A
significant majority of the votes cast by shareholders other than
Active Value were in favour of retaining the three directors, Active
Value's votes for removal were sufficient to pass the resolutions,"
Cordiant said in a statement.
Also read:
WPP buys outstanding
debt in Cordiant to strengthen its takeover bid
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