Oasis Management, the Hong Kong-based activist investor trying to unseat Premier Foods CEO Gavin Darby, is asking the UK manufacturer’s largest shareholder, Nissin Foods Holdings, to abstain in his re-election vote.
The fund, which has a 9.3% stake in Premier, suggests Nissin – which has a 19.6% holding in the company – should not take part in the vote at the UK group’s annual general meeting on 18 July due to “substantial conflicts of interest”.
Oasis is calling for Darby to be replaced as CEO – a position he has held since 2013 – claiming he and his management team had “failed miserably,” with its approach to running the business, a claim refuted by Premier and the trustees of its three largest pension funds.
Independent voting advisory service Institutional Shareholder Services (ISS) has also recommended shareholders of Premier Foods reappoint Darby.
Today Oasis reiterated its criticism of Darby and called for his removal “following years of persistent shareholder value destruction, poor financial performance, consistent missed targets, a lack of strategy and weak corporate governance”.
On its call for Nissin to abstain from the re-election vote, Oasis points out the Japanese company, which makes instant noodles, has a commercial relationship with Premier.
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“Nissin is in a position to exert influence on the re-election of CEO Gavin Darby and potentially block the much-needed change at Premier Foods, and it is undoubtedly influenced by its own commercial arrangements and interests,” it said.
“Mr Darby has had a close relationship with Nissin having welcomed them in as investors and having run the Premier Foods’ commercial relationship with Nissin which has obviously been to Nissin’s benefit.
“Given the relationship between Mr Darby and Nissin, we have concerns as to whether Nissin can act independently when voting on matters and in the best interests of the company’s success and the interests of shareholders as a whole.
“As such, it has interests that are actually conflicting with those of other Premier’s shareholders and any vote in favour of Mr Darby has the potential to create further conflicts in the future as to commercial relationships between Nissin and Premier Foods.”
Premier remains locked in a war of words with Oasis over Darby’s leadership of the company.
The Mr Kipling maker yesterday (3 July) responded – in the form of a presentation – to a letter from Oasis outlining why the investor thought Darby should go.
just-food has asked Nissin for a response to Oasis’ call to abstain in the CEO vote but a spokesperson said: “We cannot make any comments on this issue at this moment.”