AMSTERDAM, LONDON and NEW YORK, April 25, 2017 /PRNewswire/ --
Elliott, a private investment firm founded in 1977, and its affiliates ("Elliott"), a top 5 shareholder of Akzo Nobel N.V. ("Akzo Nobel" or the "Company"), hereby provides the following response to Akzo Nobel's announcement of this morning, rejecting Elliott's request for the convocation of an Extraordinary General Meeting ("EGM") of shareholders and agenda item to dismiss Mr. Burgmans.
Elliott views Akzo Nobel's rejection of the EGM request as groundless and as an egregious dismissal of shareholder rights, further evidence of self-entrenchment and as a continued affront to proper corporate governance. Akzo Nobel claims that, by rejecting this EGM requested by its shareholders, it is acting in the best interests of those same shareholders, stating that a vote to dismiss Mr. Burgmans would be "damaging and not in the best interests of the Company". Elliott believes that the reality is that Akzo Nobel is afraid of calling the EGM because shareholder feedback apparently indicates that shareholders would vote to remove Mr. Burgmans from his position as Chairman of the Supervisory Board. Akzo Nobel's Supervisory Board under the Chairmanship of Mr. Burgmans has failed to fulfil its corporate governance duties by refusing to obtain, through engagement with a credible bidder, the necessary information required to evaluate a serious proposal.
Given that there is a third PPG proposal being considered by Akzo Nobel's Boards, as part of its evaluation of its next steps, Elliott intends to assess Akzo Nobel's response to that proposal. Elliott is confident that the EGM request meets the required standards of reasonableness and fairness, and passes the 'legitimate interest' test.
As far as Elliott is aware, it is unprecedented in European corporate history to have several large shareholders request the convocation of an EGM of a major corporate, and the fact that six Akzo Nobel shareholders have done so in this instance is indicative of the breadth and depth of shareholder discontent with the conduct of Akzo Nobel's Boards. Akzo Nobel touts Mr. Burgmans' leadership, but Elliott believes that no director should be above the judgement of shareholders. One of the core principles of Dutch law grants shareholders holding 10% of a Company's shares the specific right to request the Boards to convene an EGM, and it should ultimately be for shareholders to determine whether a director is "crucial to the Company".
Elliott Management Corporation was founded in 1977 and has one of the longest track records of any private investment fund manager operating today. Employing a multi-strategy trading approach, the firm manages approximately USD 33 billion in two funds for a range of investors, including pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott Management, which is headquartered in New York, has approximately 400 employees worldwide, with offices in the U.S., London, Hong Kong and Tokyo. The firm's principal objective is to generate a return which is as high as is consistent with a goal of minimizing losses during adverse financial market periods.
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