Highlights
- A high-profile takeover battle, coupled with a proxy fight to remove the board
- Roadshow scheduling and institutional engagement regarding the offer
- Advanced vote modeling for various scenarios to define the key combinations of support and the best path to victory
- Solicitation well-received by shareholders
Situation
D.F. King represented a mega-cap infrastructure software solutions company in its unsolicited proposal to acquire a multinational telecommunications equipment company, along with its proxy contest to remove the equipment company’s board. Meanwhile, the equipment company was under a separate merger agreement to acquire a global semiconductor manufacturer.
Client challenges
- Proposal to acquire multinational company
- Proxy contest to remove board
- Complex transaction involving global shareholder base
- Communication of superior attributes of transaction versus current merger
- Achieve proxy advisory firm support
What did the solicitation involve?
- Roadshow preparations and scheduling of investor meetings
- Director preparation sessions
- Dynamic vote modeling
- Multi-pronged approach
- Investor presentation
- In-person Proxy Advisory Firm meetings
- Situational historical voting data
- Management of retail telephone campaign
Solution
Adopting a multi-pronged approach, D.F. King frequently communicated with institutional investors and arbitrageurs, providing high-level feedback on the offer to the client and advisors. A retail telephone campaign was conducted to advance the client’s platform as well as provide feedback to the working group on the competing interests of the various shareholder constituencies across the two proposed mergers.
D.F. King worked closely with the client, a major law firm, two investment banks and a public relations (PR) firm on the solicitation strategy, investor roadshow, review of all proxy disclosures and press releases. D.F. King also took a leading role in director preparation sessions, as well as planning, organizing, and participating in board and management team meetings with Institutional Shareholder Services (ISS) and Glass Lewis, the two most prominent proxy advisory firms.
Leveraging the power of data, D.F. King worked closely with the investment banks on investor profiles for the roadshow and provided historical voting data to prepare the directors and senior management team for each investor meeting. Crucially, D.F. King also provided vote modeling under various scenarios of support of the top institutions to analyze the path to winning seats on the equipment company’s board.
Prepared for Success
Through D.F. King’s in-depth analysis of the shareholder base, savvy experience and transactional feedback, and preparation for each investor meeting, the software solutions company was well positioned for success and leading the proxy contest to remove the equipment company’s directors. D.F. King’s in-depth analysis enabled the equipment company to execute a successful campaign with shareholders.
About D.F. King
D.F. King leads the industry in strategic corporate governance advisory and proxy solicitation services with more than 80 years of experience. Our highly tenured team works closely with clients to deliver high-level custom advisory reports, shareholder outreach, and education strategies that help achieve favorable outcomes and gain greater knowledge per share.
About EQ
EQ are specialists in helping you better understand and manage the ownership of your company through critical events across the corporate lifecycle. As trusted advisors, we provide strategic insight and operations expertise through our core business units in Private Company Services, Transfer Agent Services, Employee Plan Solutions, Proxy Services, and Bankruptcy. Globally we serve 6,700 clients (49% of the FTSE 100 UK and 35% of the S&P 500), with over 40 million shareholders, through 6,000 employees in 5 markets around the world.
Have questions?
EQ has answers.