Ben Bold
Jun 6, 2022

M&C Saatchi removes Vin Murria from board after accepting rival Next 15 offer

Independent directors rejected bid from Murria, who is M&C Saatchi’s top shareholder.

M&C Saatchi removes Vin Murria from board after accepting rival Next 15 offer

M&C Saatchi has announced that Vin Murria will be removed from its board "with immediate effect" with no chance of re-election, after the agency group rejected her takeover bid in favour of a rival offer from Next 15.

Murria's investment vehicle, AdvancedAdvT, made its most recent bid on 17 May, but the £253.6m bid was rejected as "derisory" by M&C Saatchi, saying it "significantly undervalues the business".

Next 15, a surprise entrant in the takeover fight, swooped in with a significantly higher bid of £310m for M&C Saatchi just days after Murria's advances were rejected.

The offer from Next 15 represented a premium of 49.8% to the closing price of 165p per M&C Saatchi share on 19 May, and M&C Saatchi gave it the thumbs-up.

M&C Saatchi’s 18 senior leaders voted unanimously to support the approach from Next 15 chief executive Tim Dyson.

M&C Saatchi and Next 15 still need to make several further moves, including holding shareholder votes and winning regulatory approvals, for the takeover to happen.

The next stage in the process is that M&C Saatchi must contact its shareholders by 17 June (within 28 days of Next 15's agreed offer), supplying documents outlining the scheme of arrangement for the takeover. Shareholders of both companies will then vote later in the year.

The decision to cut Murria, who earned £125,000 as non-executive deputy chair last year, was revealed in a notice about M&C Saatchi's forthcoming annual general meeting on 30 June. 

M&C Saatchi said that the directors of the company "other than Vin Murria (the 'independent directors')" had decided that "in light of the offers for the company by each of AdvancedAdvT Limited, a vehicle connected with Vin Murria, and Next Fifteen Communications Group plc, it is not appropriate for Vin Murria to be proposed for re-election as a director at the AGM".

The independent directors, it added, had "resolved that Vin Murria be removed from the board with immediate effect" and that no resolution for her re-election be presented at the AGM.

In a clear sign that Murria has not yet given up, AdvancedAdvT has issued a statement, noting that in the nine business days since Next 15's offer, the latter's share price has "fallen by 13.1%, from 1,266 pence to 1,100 pence at the close of business on 1 June 2022", adding that the offer had thus "declined to 220.1 pence per M&C Saatchi share". It argued its own offer was equivalent to 221.4p per M&C Saatchi share (using AdvancedAdvT's then share price), or 243.9 pence per M&C Saatchi share (using AdvancedAdvT's NAVPS value".

It added: "AdvancedAdvT has requested that the board of M&C Saatchi clarifies its analysis of the financial terms of each of the two competing offers and also notes today's announcement from M&C Saatchi stating that the M&C Saatchi independent directors have resolved to remove Vin Murria from the M&C board with immediate effect."

Murria won a seat on the board last year after building a stake of more than 12% in M&C Saatchi, which meant she was the top shareholder. In addition, Advanced AdvT bought nearly 10% in January 2022, which gave her more than 22% and triggered its takeover move.

Source:
Campaign UK

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