2023-05-19 09:49:16
The board of directors of the NH hotel group has agreed to submit for consideration at its next meeting the dismissal of Alfredo Fernández Agras as president after losing his “confidence” and appointing Dillip Rajakarier, CEO of the Thai group Minor, and Ramón Aragonés, current CEO of NH, as the new president and vice president, respectively, as reported by the company to the National Securities Market Commission (CNMV) this Friday.
The hotel company urgently met its board of directors yesterday after the en bloc resignation of three independent directors of the company due to disagreements with the latest actions of the majority partner Minor. One of those resigned directors is also the president of the council, Alfredo Fernández Agras.
In addition to the dismissal of Fernández Agras as Chairman and his replacement by the CEO of Minor, NH’s board of directors has agreed to start “immediately” the selection process for new independent directors. To do this, it will proceed to hire a specialized ‘headhunter’ firm to receive advice.
The board considers that the three independent directors who submitted their resignation acted “disloyally” during the preparatory process for the possible exclusion takeover bid for holding particular positions with the objection of the rest of the board members and also accuses them of “interfering”. in the process of reviewing the independent expert’s report by the CNMV.
“The statements made by the independent directors in their resignation letter are clearly incomplete and biased,” defends the NH board, which states that the behavior of the resigned directors “has been detrimental to NH Hotel Group and to the good image of the society in the market.
“Consequently, NH Hotel Group is obliged to reserve the exercise of the actions that proceed in relation to the actions carried out by the independent directors”, affirms the council.
The board meeting held yesterday, requested by the rest of its members, was intended to provide a response to the directors’ resignation letter in which they stated that Minor’s decision to acquire NH shares for 30 days at a price “does not greater than 4.5 euros per share” implies “harm to the company’s minority shareholders”.
Minor’s frustrated takeover bid for NH and, specifically, the price that the Thai company is willing to pay to acquire the 6% stake that it does not control in the hotel chain, have divided the board of the Spanish business group.
The president of the NH hotel group, Alfredo Fernández Agras, together with José María Cantero de Montes-Jovellar and Fernando Lacadena Azpeitia, independent directors, presented last Tuesday their “irrevocable decision” to resign as members of the governing body due to disagreements with the “actions implemented by Minor”.
In their explanations, they assured that on March 9, 2020, the board of directors of NH, including the proprietary ones of Minor, approved “unanimously” an exclusion takeover bid at 7.30 euros, which was suspended due to the pandemic, a price clearly superior to what is currently offered.
In their opinion, business expectations “are very positive”, which is why they consider that Minor’s proposal would be “encouraging 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 from the next ordinary shareholders’ meeting of the company, which is scheduled for June.
In addition to these three independents, the NH board with three executives (Ramón Aragonés, CEO of the group, Rufino Pérez and Laia Lahoz) and four proprietary representatives representing Minor’s interests (William Ellwood Heinecke, founder and president of Minor, Dillip Rajakarier , Stephen Andrew Chojnacki and Kosin Chantikul).
In the letter in which they submitted their resignation, the three directors stated that this decision was motivated by Minor’s refusal to promote a public delisting offer at a price accepted by the CNMV, which “is detrimental to minority shareholders”. of the society.
Faced with this situation, the remaining members of the board who were dissatisfied with these statements announced the urgent convening of a board of directors.
The board has indicated today that Minor’s decision to buy NH shares for a period of 30 days “has allowed those shareholders who wish to transfer their participation under market conditions without being subject to limitations and restrictions in terms of volume and price derived from operations under the liquidity contract”.
The NH board defends that in recent months, Minor has carried out a process of preliminary analysis and development of a possible operation to delist the shares of NH Hotel Group of which it has kept the board “at all times informed”.
“The aforementioned preparatory process has been carried out by Minor and NH Hotel Group in a strictly rigorous manner, in close collaboration and with the intervention of two reputable expert appraisers who have acted with total autonomy and independence,” defends the council.
“Given that it was not possible to obtain the CNMV’s agreement on the price range determined by EY and validated by the investment bank designated by NH Hotel Group, Minor finally informed the CNMV of its decision to withdraw from the preparatory process for delisting of the company’s shares”, explains the council.
Origin of the conflict
The conflict broke out on the night of Sunday, May 7, when Minor, who has more than 94% of the capital of the hotel, reported his intention to acquire NH shares for 30 days at a price “not higher than 4.5 euros per share” noting that after this period he would not make any more purchases of shares.
On Monday morning, the CNMV suspended the company’s securities from trading and hours later explained the reasons.
“Any operation or action that can convey to the market the message that an investor or shareholder is willing to buy a certain number of shares under fixed conditions could constitute an offer process,” he explained.
In a subsequent relevant event on May 10, Minor admitted his initial intention was to submit the company’s shares to a delisting proposal.
For this, the Thai company had requested a valuation report from EY in which the independent expert set the value range of the shares between 4.81 and 5.68 euros, a range that was insufficient for the public body that approached the price. more than 6 euros, so he did not give his approval and Minor had to give up this process.
Minor clarified in the communication to the CNMV that with its proposal the acquisitions would be made “at market prices” without establishing a maximum price and insisted that this purchase process should not be considered “in any way” as a takeover bid in accordance with the Spanish regulations.
This is how the Thai company responded to the Spanish market supervisor who had warned it hours before that if it persevered in its proposal to acquire all or part of the NH shares that it did not control in exchange for a fixed price, it would have to launch a takeover bid and that this price It should be “sufficiently justified in the opinion of the CNMV”.
The crisis worsened this Tuesday with the en bloc resignation of three independent directors of the company.
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