Activist investment firm Sandell Asset Management has criticised the board of Bermuda-based PartnerRe for not acting in its shareholders’ best interests.
This is not the first time Sandell has criticised the board for its actions regarding Italian investment company Exor’s rival offer for the company.
In the latest letter, Thomas Sandell, chief executive officer of Sandell, said: “We are writing today to express our continued concern that the ongoing actions of the board raise significant questions about the board’s commitment to a fair process and are inconsistent with corporate governance best practices.”
Sandell criticised the board of PartnerRe’s decision to deny Exor’s request to be provided with a list of PartnerRe preferred shareholders as “unreasonable”.
He added that this “frustrates the ability of preferred shareholders to fairly evaluate the Axis transaction in comparison to the Exor offer, and so denies them their right to vote on a fully-informed basis.”
The letter went on to add: “We find this action egregious in today's corporate environment of increased shareholder engagement, and to constitute an intentional failure to conform to current corporate best practices.”
According to Sandell, the conduct is “particularly outrageous” in light of Exor's improved offer. This includes a “go-shop” provision and a 100 basis points (bps) increase in the dividend rate.
“While we continue to understand the importance of maintaining a cordial relationship with Axis, we would once again like to remind the board that its first and foremost duty is to the company’s shareholders, its true owners, who should be given the simple opportunity to fairly evaluate all legitimate strategic alternatives presented,” said Sandell.
Sandell Asset Management, Exor, PartnerRe, Axis, Mergers & Acquisitions, Bermuda, Europe