Veraison Capital and Cobas Asset Management have landed a victory at Aryzta’s Tuesday special meeting, getting all of their proposals approved by the Swiss bakery chain’s shareholders.
The activists saw all three of their director nominees installed on the board, including former Aryzta executive Urs Jordi, who took over as chairman. The company’s CEO Kevin Toland was also dismissed from the board.
Veraison said in a statement the vote “paves the way for simplifying and focusing Aryzta as well as enhancing the significant value potential of the company.” As the goal of board refreshment has been achieved, Veraison and Cobas disbanded the group, but said they both “remain invested in the company as the two largest shareholders of Aryzta.” Dissident director Heiner Kamps is also no longer part of any shareholder group as he was elected as a director.
Jordi garnered the support of 96% of the votes cast at the meeting, roughly the same as Heiner Kamps, while Armin Bier was backed by 65% of the expressed votes, according to a Wednesday statement from Aryzta. Bieri also joined the remuneration committee.
“The vote is an overwhelming vote for change and a strong vote of confidence in favour of bakery experience which is urgently needed to rebuild Aryzta. Our task is clear and urgent, to leverage this new bakery experience to deliver change and improvement across the business to regain confidence among all stakeholders,” said Jordi.
The vote marks the end of a four-month campaign by Veraison and Cobas focused on ways to turn around the struggling bakery. The activists urged Aryzta to sell assets in a bid to reduce its burdening 1.4 billion euros debt load.
The company launched a strategic review shortly after the activists launched the campaign in May and later signalled openness to awarding the dissidents two board seats to settle the dispute. This did not satisfy the activists, which pushed ahead with their campaign to overhaul the board. Institutional Shareholder Services (ISS) and Swiss firm Ethos partially backed the dissidents’ slate.
Last week, Elliott Management confirmed takeover talks with Aryzta, two weeks after news surfaced of such an overture by the U.S. activist investor heavyweight. However, Veraison and Cobas urged Aryzta to refrain from inking a deal before the vote.
Veraison did not touch on the company’s ongoing discussions with Elliott. However, it said: “The aim is to rebuild shareholder value and to review all strategic alternatives in the best interest of all stakeholders.”
Shares in Aryzta traded down more than 8% at 12:30 p.m. Central European Summer Time on Wednesday.