Canaccord directors opposed to takeover bid resign

The four Canaccord Genuity Group Inc. board members who belonged to a special committee evaluating a bid to take the firm private have resigned days after a large shareholder called for their ouster.

The firm said Monday that Gillian Denham, Charles Bralver, Dipesh Shah and Sally Tennant resigned from Canaccord’s board after indicating the breakdown with the company’s management was “irreparable.”

Last week Skky Capital Corporation Ltd., a large Canaccord shareholder, called for a special shareholder meeting and vote to remove the four directors on the special committee.

The committee chaired by Denham did not support the management team’s all-cash offer of $11.25 per common share to take Canaccord private.

At meetings on Sunday, Canaccord appointed Terrence Lyons to the board and to the special committee evaluating the offer, which will now be chaired by Michael Auerbach. Canaccord’s board now has five directors.

Lyons, a director of several corporations and former managing partner of Brookfield Asset Management, was nominated by Skky as a director last week. He is independent of both Skky and the Canaccord management group behind the bid, a release from the firm said.

The release also said the committee will continue to review the management team’s bid. It made a request to securities regulators for a delay in releasing a directors’ circular.

Last week, the special committee — then chaired by Denham — said it expected to mail the directors’ circular to shareholders early this week. The circular was to describe the committee’s actions in responding to management’s offer.

In opposing the offer, the committee had cited an independent valuation from RBC Dominion Securities Inc. that put the fair market value of Canaccord’s shares between $12.75 and $15.75 as of Feb. 15.

The special committee hired Barclays Capital Canada Inc. to commence an alternative transaction process to “explore potential strategic alternatives to enhance shareholder value.”

The Skky shareholders said those alternatives could include a piecemeal sale of the firm.

“The divestiture of all of the assets in a single transaction to a single buyer (such as the management group) offers deal certainty at an attractive valuation,” the Skky release said. “It is preferable to separating assets and selling them to numerous buyers.”

The management group behind the bid — which includes president and CEO Dan Daviau and chairman David Kassie — was critical of the RBC valuation. The assessment used a “sum of the parts” methodology that valued each business segment individually, the management group said, when the entities rely on shared resources and infrastructure, and therefore wouldn’t enhance value for shareholders if they were “sold off for parts.”

Mark Burgess

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Mark was the managing editor of Advisor.ca from 2017 to 2024.