The US-based fund Invesco has reiterated its call for EGM in its fresh letter to the board, according to media reports.
Invesco, which holds 18% in Zee, said that it wants a new board to evaluate the deal as well as decide on the future leadership. “A newly constituted board supported with the strength of independence will be best suited to evaluate and oversee the potential for strategic transactions, like the one announced (with Sony), as well as to make determinations on the future leadership of the company.”
“We note that the disclosure of September 22 (the merger announcement) refers to the future board composition of the company at a time when the current composition of the board is subject to a shareholder vote on the back of our EGM requisition.”
“We trust that the current board will adhere to its fiduciary duties and not violate its statutory obligations to convene the EGM as requisitioned by Invesco,” said the fund.
“We continue to believe that the business (Zee) is valuable, whether on its own or in strategic alignment with partners such as Sony. However, decisions of material strategic import must follow and not precede actions towards establishment of a proper and independent governance structure as determined by the company’s shareholders,” read the Invesco letter.
“In this context and against the backdrop of our EGM requisition, your disclosure of September 22 is symptomatic of the erratic manner in which important and serious decisions have been handled at the company.”
“Precisely to protect shareholder value and in exercise of our statutory rights as an ordinary shareholder, we have called upon the company to hold an EGM, and it is your duty under company law to now do so. At this EGM, shareholders will decide the composition of the company’s board in a free and democratic manner.”