Aegis resists demands for board seats from raider Bolloré
Friday 19 May 2006
The tension between the media group Aegis and its biggest shareholder, the French corporate raider Vincent Bolloré, increased yesterday when the company came out strongly against his proposed changes to the board.
M. Bolloré wants to install Philippe Germond and Roger Hatchuel as directors - a proposal he made at the last possible moment in the run-up to an annual meeting scheduled for next Wednesday.
The deadline to submit resolutions for the AGM was 12am yesterday morning. His paperwork arrived very shortly before then.
Aegis has put the AGM back three weeks to give shareholders time to consider the plans, with insiders noting that the timing of the move hardly suggests friendly intentions.
M. Bolloré's tactics resemble those he pursued at Havas, where he built a large stake, took control of the board and ousted the chairman. He sits on the board and has a sizeable interest in Havas, a French advertising firm.
The UK group said having a Bolloré supporter on the board would represent a "fundamental conflict of interest" and favour the Frenchman over every other investor.
"It is not possible for any director appointee proposed by Group Bolloré to be deemed sufficiently independent to act in the interest of all Aegis shareholders," said a statement.
The other owners, the usual roster of City institutions, will be free to vote on the proposal but seem highly unlikely to give it their approval.
This could leave M. Bolloré, who has a 27.5 per cent stake, with only two options: mount a hostile bid or sell up and move on.
Last year he was part of a consortium including advertising group WPP that made a tentative approach to buy Aegis. The board rejected the bid. If he does come back with a renewed offer, WPP would still be interested in being part of the deal, it is understood.
It is not clear if M. Bolloré has enough money to finance a bid on his own.
Aegis shares closed down 1p at 133p yesterday, valuing the company at £1.5bn. The Frenchman is one of the 300 richest men in the world, with a personal fortune of more than $2bn (£1.1bn), but he would probably have to sell assets to raise enough cash to make a serious tilt at Aegis.
He first bought a stake last August and has been steadily adding to it since then. His stake is just below the 30 per cent level at which he is obliged to make a formal offer.
One analyst said of the proposal to get his acolytes on the board: "It is just not done as far as UK corporate governance goes. He is chairman of Havas. Why would you have a representative of your competitor on the board? It would be like having Sir Martin Sorrell there."
WPP walked away from its Aegis bid in November and isn't allowed to return, under City rules, for six months. That six-month period expires next Thursday. M. Bolloré has stakes in a wide range of businesses through the publicly traded company he controls. Bolloré Group is a blue-chip French business with a reputation for shaking up companies it believes are undervalued or mismanaged.
The scion of a paper manufacturer from Brittany, M. Bolloré cut his teeth working for Edmond de Rothschild, then head of the famed banking dynasty.
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