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Alteri Investors Buys Intertoys

Alteri Investors takes over toy retailer Intertoys from Blokker Holding. The acquisition fits well with Alteri which is a specialist investor in the European retail sector. Alteri will use her extensive experience in transforming and renovating retail companies to focus on further expanding and strengthening Intertoys' position as a leading toy chain.   CEO Gavin George of Alteri calls it a great privilege to add Intertoys to the portfolio. ‘We look forward to partnering with the Intertoys colleagues and its franchisees to leverage its strong position in the specialist toy sector and further transform Intertoys into an omnichannel retail business, which is the best way to safeguard the health of the company.’   Intertoys operates around 500 stores in the Netherlands, Belgium, Germany and Luxembourg and has more than 4,000 employees. Alteri and Blokker expect to complete the acquisition before the end of November. Intertoys will be well capitalised on completion of the deal and able to leverage the Alteri industry insights, experts and network.

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Aegon invests in Dynamic Credit

Dynamic Credit, the Amsterdam-based alternative fixed income asset manager and Aegon have reached an agreement on a strategic partnership. Aegon will become a 25% shareholder of Dynamic Credit. The investment will be used to accelerate the expansion into new lending products, such as buy-to-let and SME loans. Furthermore, Dynamic Credit’s innovative LoanClear platform will be further upgraded and extended into an investment hub for loans from marketplace lenders.   According to Tonko Gast, founder and CEO of Dynamic Credit, the partnership reflects the position and reputation that Dynamic Credit has established: “As a company we have been able to build a leading position in creating and managing loan portfolios. This creates a strong basis for further expansion into new markets and market segments.”   For almost 15 years Dynamic Credit’s technology has connected institutional investors to borrowers faster, simpler and at lower cost. The company is a fast growing, fully licensed, asset manager in alternative fixed income, with its own proprietary direct lending activities and by managing loans of others. Since its formation in 2003 in New York, Dynamic Credit has earned the commitment and trust of a broad range of institutional investors and banks, who invest in its products.   With Aegon as a new shareholder in the company, Dynamic Credit secures the backing of a global strategic partner with a solid international reputation and network as well as a strong track record in ventures and innovation.    

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Court as oasis of calm

The management of a company is responsible for the strategy and is not obligated to engage in substantive talks with a serious bidder. This clear and equally consistent ruling of the Enterprise Section of the Amsterdam Court of Appeal brought an end to the discussion between the management and shareholders of AkzoNobel concerning the bid from PPG. The court once again proved to be a highly effective oasis of calm when emotions start running high.   The unsolicited bid from PPG for AkzoNobel has caused quite a stir in the Dutch corporate community. It has evoked reactions ranging from barbarians at the gate and panic in the polder to calls for new rules against the undesired sell-off of the Dutch business community. Experts and politicians have fallen over each other to come up with solutions to this pressing problem. Some of these are genuinely independent recommendations and others are presumably paid third-party endorsements. In short: these are confusing times.   At least one seasoned expert kept his cool amid the tumult: Huub Willems, former Chair of the Enterprise Chamber of the Amsterdam Court of Appeal. He expressed his misgivings in het Financieele Dagblad: ‘There is an assessment framework in place and everyone knows how it works. And that assessment framework is characterised by legal nuance and prevents shooting from the hip.’   Acquisitions take place in a private law atmosphere and Willems believes it should stay that way. ‘It would be extremely worrying if the government or a governmental body, for example the Netherlands Authority Financial Markets, were to start assessing the private business community in its entirety, as is the case in a state-controlled economy. I absolutely do not understand why, of all people, members of the business community seek these kinds of solutions.’   Acquisition processes are emotional rollercoasters. Board members feel their authority and position is under attack, employees are afraid of losing their jobs, trade unions are fearful for their members and shareholders want to see returns. One misplaced comment can spark upheaval. And that happens to be Anthony Burgmans’ trademark specialty. An unprecedentedly large number of big investors sided with Elliot in the case at the Enterprise Section of the Amsterdam Court of Appeal.   While the court crushed the shareholders’ demand to call a meeting with the only aim being to force Burgmans’ resignation also sent a clear message to the management of AkzoNobel: it cannot ignore shareholders’ incomprehension of its rejection of the bid. The Enterprise Chamber of the Amsterdam Court of Appeal is of the opinion that a continuing lack of confidence among a substantial proportion of the shareholders is damaging to the company and all its stakeholders. But they do not yet think it is their place to force AkzoNobel to provide a detailed explanation, but it must be provided nonetheless.   The Dutch system has worked and restored calm for the short term. But there is a greater danger looming in the longer term: international investors could start seeing the Netherlands as a place where shareholders have very little say when push comes to shove. The underlying nuance of the court’s message will not have escaped them.   It is up to the directors of Dutch companies to eliminate this potential resistance among investors through better communications and clear messages. The way in which the supervisory directors of AkzoNobel, ASM International, PostNL and TMG have recently done this can serve as an example of how not to do it.

Read more...

Court as oasis of calm

The management of a company is responsible for the strategy and is not obligated to engage in substantive talks with a serious bidder. This clear and equally consistent ruling of the Enterprise Section of the Amsterdam Court of Appeal brought an end to the discussion between the management and shareholders of AkzoNobel concerning the bid from PPG. The court once again proved to be a highly effective oasis of calm when emotions start running high.   The unsolicited bid from PPG for AkzoNobel has caused quite a stir in the Dutch corporate community. It has evoked reactions ranging from barbarians at the gate and panic in the polder to calls for new rules against the undesired sell-off of the Dutch business community. Experts and politicians have fallen over each other to come up with solutions to this pressing problem. Some of these are genuinely independent recommendations and others are presumably paid third-party endorsements. In short: these are confusing times.   At least one seasoned expert kept his cool amid the tumult: Huub Willems, former Chair of the Enterprise Chamber of the Amsterdam Court of Appeal. He expressed his misgivings in het Financieele Dagblad: ‘There is an assessment framework in place and everyone knows how it works. And that assessment framework is characterised by legal nuance and prevents shooting from the hip.’   Acquisitions take place in a private law atmosphere and Willems believes it should stay that way. ‘It would be extremely worrying if the government or a governmental body, for example the Netherlands Authority Financial Markets, were to start assessing the private business community in its entirety, as is the case in a state-controlled economy. I absolutely do not understand why, of all people, members of the business community seek these kinds of solutions.’   Acquisition processes are emotional rollercoasters. Board members feel their authority and position is under attack, employees are afraid of losing their jobs, trade unions are fearful for their members and shareholders want to see returns. One misplaced comment can spark upheaval. And that happens to be Anthony Burgmans’ trademark specialty. An unprecedentedly large number of big investors sided with Elliot in the case at the Enterprise Section of the Amsterdam Court of Appeal.   While the court crushed the shareholders’ demand to call a meeting with the only aim being to force Burgmans’ resignation also sent a clear message to the management of AkzoNobel: it cannot ignore shareholders’ incomprehension of its rejection of the bid. The Enterprise Chamber of the Amsterdam Court of Appeal is of the opinion that a continuing lack of confidence among a substantial proportion of the shareholders is damaging to the company and all its stakeholders. But they do not yet think it is their place to force AkzoNobel to provide a detailed explanation, but it must be provided nonetheless.   The Dutch system has worked and restored calm for the short term. But there is a greater danger looming in the longer term: international investors could start seeing the Netherlands as a place where shareholders have very little say when push comes to shove. The underlying nuance of the court’s message will not have escaped them.   It is up to the directors of Dutch companies to eliminate this potential resistance among investors through better communications and clear messages. The way in which the supervisory directors of AkzoNobel, ASM International, PostNL and TMG have recently done this can serve as an example of how not to do it.

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AMO network

We share our expertise with our partners within AMO, an international network of agencies that hold leading positions in their home markets.

Will the real activist please stand up?

A shareholder who, based on strategic analysis, takes a different view than the management of a listed company and says so is readily called an activist and is also treated as such in the Netherlands. The question is whether this approach contributes to a meaningful discussion with shareholders and helps the company’s reputation among investors.    Eminence Capital is the second largest shareholder of ASM International (ASMI) with a stake of 9.6%. The US-based investor has been a shareholder in the company for more than three years and has a long-term investment focus. Eminence is of the opinion that ASMI would gain strength and value if it were to sell its remaining 34% stake in its subsidiary ASM PT that is listed in Hong Kong.   Companies and fellow investors usually appreciate the strategic analyses made by investors and analysts. After all, specialised professionals have contacts in the sector, conduct thorough analyses before investing and closely track developments at companies. Relations are usually friendly until a difference of opinion arises and the investor makes an issue of it. That’s when sentiment can turn in a heartbeat.   ASMI is not just any company. It was founded by Arthur del Prado. He was a leading force in the Dutch semiconductor industry and was awarded the prestigious Legend of the Industry award. Del Prado was the founder of ASMI, ASML, ASM Fico (currently BESI), Mapper Lithography and also ASM PT. He passed away in September 2016. His son Chuck del Prado has served as CEO of ASMI since 2008.   The Supervisory Board is chaired by Jan Lobbezoo, a trusted friend of Arthur del Prado. And the ADP Stichting, the foundation in which Arthur del Prado’s shares were placed after his death, is still the largest shareholder. This has for years made ASMI a bulwark that is hard to break through for shareholders who have a different point of view than the management. The sale of ASM PT has been a topic of debate for years.   ASMI is a high-quality technology company that holds a leading international market position and has a CEO whose English is better than his Dutch. This international attitude is, however, scarcely reflected in the corporate governance policy.   The General Meeting of Shareholders in Amsterdam was actually the picture of Dutch pernickety culture. The CEO gave a ninety-minute presentation and took all the time in the world to answer questions from shareholders. But he didn’t have time for a discussion of the strategic objections raised by Eminence. Before the discussion of them could even get started, Chairman Lobbezoo decided it was high time for ‘beer and bites’.   The fascinating thing is that Eminence and the ASMI management actually agree on a number of points. So not many new arguments against Eminence’s standpoint were put forward. The timing of the sale of the stake in ASM PT seems to be the main issue.   But there was nonetheless tension in the air that did not benefit the dialogue. And that damaged ASMI’s reputation as an open and modern company. It makes you wonder whether a company that treats a large and engaged shareholder this way is not itself showing activist inclinations. And in doing so harming its own reputation and that of other Dutch companies among international investors.   

Read more...

Will the real activist please stand up?

A shareholder who, based on strategic analysis, takes a different view than the management of a listed company and says so is readily called an activist and is also treated as such in the Netherlands. The question is whether this approach contributes to a meaningful discussion with shareholders and helps the company’s reputation among investors.    Eminence Capital is the second largest shareholder of ASM International (ASMI) with a stake of 9.6%. The US-based investor has been a shareholder in the company for more than three years and has a long-term investment focus. Eminence is of the opinion that ASMI would gain strength and value if it were to sell its remaining 34% stake in its subsidiary ASM PT that is listed in Hong Kong.   Companies and fellow investors usually appreciate the strategic analyses made by investors and analysts. After all, specialised professionals have contacts in the sector, conduct thorough analyses before investing and closely track developments at companies. Relations are usually friendly until a difference of opinion arises and the investor makes an issue of it. That’s when sentiment can turn in a heartbeat.   ASMI is not just any company. It was founded by Arthur del Prado. He was a leading force in the Dutch semiconductor industry and was awarded the prestigious Legend of the Industry award. Del Prado was the founder of ASMI, ASML, ASM Fico (currently BESI), Mapper Lithography and also ASM PT. He passed away in September 2016. His son Chuck del Prado has served as CEO of ASMI since 2008.   The Supervisory Board is chaired by Jan Lobbezoo, a trusted friend of Arthur del Prado. And the ADP Stichting, the foundation in which Arthur del Prado’s shares were placed after his death, is still the largest shareholder. This has for years made ASMI a bulwark that is hard to break through for shareholders who have a different point of view than the management. The sale of ASM PT has been a topic of debate for years.   ASMI is a high-quality technology company that holds a leading international market position and has a CEO whose English is better than his Dutch. This international attitude is, however, scarcely reflected in the corporate governance policy.   The General Meeting of Shareholders in Amsterdam was actually the picture of Dutch pernickety culture. The CEO gave a ninety-minute presentation and took all the time in the world to answer questions from shareholders. But he didn’t have time for a discussion of the strategic objections raised by Eminence. Before the discussion of them could even get started, Chairman Lobbezoo decided it was high time for ‘beer and bites’.   The fascinating thing is that Eminence and the ASMI management actually agree on a number of points. So not many new arguments against Eminence’s standpoint were put forward. The timing of the sale of the stake in ASM PT seems to be the main issue.   But there was nonetheless tension in the air that did not benefit the dialogue. And that damaged ASMI’s reputation as an open and modern company. It makes you wonder whether a company that treats a large and engaged shareholder this way is not itself showing activist inclinations. And in doing so harming its own reputation and that of other Dutch companies among international investors.   

Read more...