Highlights
- A high-profile takeover battle, coupled with a proxy fight to remove the board
- Advanced vote modeling for various scenarios carved out the best path toward victory
- Solicitation well-received by shareholders
Challenge
D.F. King, an EQ company, represented a semiconductor and infrastructure software solutions company in its unsolicited proposal to acquire an American multinational semiconductor and 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.
Solution
Adopting a multi-pronged approach, D.F. King frequently communicated with institutional investors and arbitrageurs and conducted a retail telephone campaign to 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 a major law firm, two investment banks and a PR firm on the solicitation strategy, investor roadshow, review of all disclosure and public announcements and director prep sessions, in addition to organizing and participating in the meetings of the board and management team with the two most prominent proxy advisory services in North America.
Leveraging the power of data, D.F. King worked closely with the investment banks on investor profiles and provided historical voting data to prepare the directors and senior management team for each meeting. Crucially, D.F. King also provided vote modeling under various scenarios to analyze the path to winning seats on the equipment company’s board.
Results
Through D.F. King’s in-depth analysis, the software solutions company was well positioned for success and leading the proxy contest to remove the equipment company’s directors. (Although the transaction was ultimately voided by the CFIUS, D.F. King’s in-depth analysis enabled the equipment company to execute a successful campaign with shareholders.)
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 30 million shareholders, through 6,500 employees in 5 markets around the world.
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