The president of NH and two directors resign due to Minor’s attempt to take the hotel company off the stock market without a takeover bid

2023-05-16 22:41:14

The three independent directors of NH, including the current chairman of the board of directors, Alfredo Fernández, presented their resignation on Tuesday after the decision of its main shareholder, the Thai company Minor, to acquire more shares in the Spanish hotel chain .

As reported by NH to the National Securities Market Commission (CNMV), in addition to Fernández, these are the independent directors José María Cantero and Fernando Lacadena, whose resignation will take effect at the next general meeting of shareholders, which is expected to be held in June.

The three directors, according to NH, have made the decision to leave their seat on the board to show “their disagreement with the actions implemented by Minor in relation to the market acquisition of company shares”, understanding that “it represents a detriment to minority shareholders.

The resignations come a week after Minor, which controls 94% of NH’s capital, announced its intention to acquire more NH shares for a period of thirty days at a maximum of 4.5 euros per share, which caused that the CNMV suspended its listing on suspicion that it was a takeover bid.

Subsequently, Minor informed the market that it was waiving the process of delisting NH, although it maintained its strategy of acquiring more shares in the Spanish hotel chain, albeit at market price, waiving the reference of 4.5 euros announced in a first moment.

Likewise, it acknowledged that it had studied a possible delisting operation of NH shares, although the independent valuation carried out by the consulting firm EY -between 4.81 and 5.68 euros per share- had been rejected by the CNMV, which led the Thai group to abandon the operation.

Additional liquidity mechanism

According to Minor, the purpose of the purchase of shares is to provide NH shareholders with an additional liquidity mechanism for their shares, something that the three outgoing directors reject, since, in their opinion, it would mean “an even greater reduction in the liquidity of NH shares to the detriment of minority shareholders” after the 30-day purchase period opened by Minor.

Thus, the three directors ensure that NH’s minority shareholders would have the only alternative to sell their shares at a price lower than both the valuation carried out by EY and the one that the CNMV estimated would be the minimum threshold of a potential exclusion price.

For this reason, and despite acknowledging the “efforts” of the CNMV, they ensure that the position of minority shareholders could not be “fully safeguarded” due to the “opposition or passivity” of the other members of the board of directors, making it impossible to offering a fair alternative through a public delisting offer.

From now on, the directors, who will explain their version of events at the next shareholders’ meeting, expect Minor to rectify his latest decisions.

Likewise, Fernández, chairman of the board, has announced that he will not sell any of his 177,834 NH shares to Minor during the 30-day purchase period announced by the Thai company.

The rest of the council, against

For their part, the rest of the members of the NH board of directors have expressed their “dissatisfaction” with the statements of the three outgoing directors, which has led them to request the calling of a board meeting urgently.

In it, they intend to “analyze the actions and statements that the board considers pertinent to carry out in relation to what was expressed by the independent directors in their resignation letter for the purpose of issuing a formal response from the company as soon as possible,” reports Efe.