Activist fund Luminus Management has threatened to call a special meeting at Valaris with the aim of refreshing the offshore driller’s board, implying that a proxy contest could be in the offing. Luminus also disclosed Monday that it boosted its shareholding to 18.7%, enough to call the meeting on its own, from 4.5% previously.
In a November 7 letter, Luminus said Valaris faces a crisis of confidence that has plagued its stock and hurt investors, employees, and partners since it was created by the merger of offshore drillers Rowan and Ensco. The disgruntled shareholder also targeted Valaris’ capital markets execution, investor disclosures, capital structure, and board alignment, saying that repeated “meaningful mistakes” in these areas eroded investor trust and contributed to an 84% decline in the stock price over the past 12 months.
Luminus argued that Valaris possesses a valuable asset base but is held back by its management, namely a host of “poorly executed operational and financial decisions.” The activist also laid out its view on how to put Valaris on a solid footing, detailing measures on operational execution, dealmaking and capital allocation, balance sheet management; and board composition.
Luminus criticized the firm’s dealmaking, saying Ensco overpaid when acquiring Atwood Oceanics two years ago. The activist also blamed poor “execution and visibility” of marketing materials for the company’s underperformance, insisting that the firm needs to better advertise its business and prospects.
Valaris changed its name earlier this year after the all-stock merger of Rowan and Ensco was completed. The deal had drawn opposition from Canyon Capital Advisors but enjoyed support from fellow activist Odey Asset Management.
In June, Luminus called on Valaris to distribute a special dividend of $2.5 billion to shareholders to catalyze a re-rating of the firm’s stock. The two sides began talks and later agreed to a short standstill, aiming to strike a “longer-term settlement agreement.” However, the discussions proved “fruitless” and Luminus terminated the agreement. Luminus may commence its board campaign as early as next week, according to its filing.
Shares in Valaris spiked 8.8% on Monday morning, trading close to $4.3 apiece at 10:30 a.m. EST.