French hedge fund CIAM has criticised plans by Dutch food and retail group Ahold Delhaize to renew a governance structure that it said acts as a poison pill to potential suitors and keeps its share price depressed, the Telegraaf reported on Friday.
CIAM may well be the first activist shareholder to arrive at the gates of the Dutch-Begian group, but it will not be the last, the paper suggests.
‘Anything that looks like a poison pill is a problem of governance,’ Anne-Sophie D’Andlau, co-founder of CIAM, told Reuters news agency.
Ahold has a legal structure known as a foundation (stichting) which is favoured by many Dutch companies and effectively gives the holding the voting power to fend off unwanted acquirers.
Ahold’s foundation known as SCAD expires in December 2018 and will be discussed, but not voted upon, at the group’s 11 April AGM.
The Telegraaf said the lifetime of the foundation could be extended for a unlimited period simply by having the group’s current top executives add their signatures to the agreement. SCAD gives Ahold Delhaize the right to issue extra shares on a temporary basis to fend off a hostile bid.
Ahold Delhaize has reason to want such a construction as several parties are known to be eyeing an acquisition of the group. Activists could lobby for splitting the US operations – which generate 66% of group revenues – from the European businesses.
An outright bid for the US arm is another possibility, analysts have said. US rival Kroger is tipped by the Telegraaf to be a possible suitor.