CHAMP, Headland seek to oust Miclyn directors
Headland Capital Partners and CHAMP Private Equity, majority shareholders of Miclyn Express Offshore, are looking to jettison two of the company's independent directors, saying the move would be in the interests of shareholders.
In a letter sent over the weekend, CHAMP and Headland demanded independent directors Neil Hamilton and George Venardos resign from the board. Miclyn's PE backers, which jointly own 75.2% of the offshore oil and gas vessel owner, added that if the pair did not resign, they would call a shareholder meeting to force them out.
Hamilton, who is also chairman at OZ Minerals and a senior adviser to investment bank UBS in Perth, told the Australian Financial Review he was surprised CHAMP would be involved in such a move. The letter follows a Miclyn board meeting held in Singapore on Friday, where Hamilton and Venardos said they would stay on as directors so as to protect the rights of minority shareholders.
These shareholders, representing a 10% stake, are concerned that CHAMP and Headland may use the company's Bermudan incorporation to bring about a privatization without paying fair value. These fears were expressed by the directors in a letter to shareholders dated May 29. In a response sent the following day CHAMP and Headland claimed not to have made any decision on whether to pursue a privatization.
Friday's board meeting also saw Hamilton sacked as chairman. He is expected to be replaced by Paul Kang, a Headland representative and an existing Miclyn director. CHAMP and Headland were believed to be considering appointing independent directors to replace Hamilton and Venardos in accordance with Australian Securities Exchange listing guidelines.
CHAMP acquired its stake in Miclyn for A$199 million ($191 million) last September from Macquarie Capital, the investment banking arm of Macquarie Group. The firm paid A$2.15 per share in cash, plus a further A$0.10 per share conditional on certain earnings milestones being achieved. Headland bought its stake in August 2011, paying $141 million.
Both firms then each acquired another 8.1% in Miclyn in April.
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