(Bloomberg) -- Mason Capital Management LLC’s Kenneth M Garschina said he wants Grifols SA’s board replaced.
The co-founder of the New York-based hedge fund demanded a seat on the Grifols board during Brookfield Asset Management’s failed attempt to win control of the company. Now he’s orchestrating a campaign to revamp the drug maker’s board, namely by ousting Tomas Daga, a veteran director and long-time friend of the founding family.
Garschina, speaking in a rare interview, accused Daga of conflict of interest and acting at the board as a proxy to the family, which owns about a third of the company.
“He is in de facto control of the board,” Garschina told Bloomberg News. “He’s run everything from the capital allocation to choosing directors, to choosing when to finance the balance sheet, and many of those decisions have been value destructive.”
Daga, when contacted about the allegations, said he had put his position at the disposal of other board members and that they refused to let him go.
A spokesperson for Grifols said Daga had been continuously reelected, and that he had been supported by almost 90% of the shareholders with a right to vote the last two times. Grifols also said Daga was supportive of the company’s initiatives that have strengthened corporate governance.
Daga is a founding partner of Osborne Clarke’s Spanish office, the law firm that advises Grifols, including throughout its acquisition spree over the past two decades. He owns a stake in Scranton Enterprises BV, the second-largest shareholder in Grifols and the vehicle at the heart of a January short-seller report, which accused Grifols of shuffling assets and manipulating debt and earnings figures.
“I’ve dedicated 44 years of my life to this company,” said Daga, adding that although he offered to vacate his board seat, he doesn’t want to leave. “I’ve done good things and bad things, but I have enough dignity to put my role at the disposition of my colleagues.”
Before Brookfield dropped its bid, Mason had teamed up with Flat Footed LLC and Sachem Head Capital Management LP to group their shares and seek a seat on Grifols’s board. Garschina is now awaiting a decision about the appointment of his candidate Paul Herendeen as independent director and expects the board to call for an extraordinary shareholder meeting soon.
Garschina said Mason was in talks with several other shareholders to also demand seats or otherwise help them renovate the board. He also said he would push Grifols to disclose the fees Daga has received for advising Grifols on legal matters.
“Shareholders have agency if organized and historically they haven’t been,” he said. “I challenge any institutional investor to call me to defend the performance of this board of directors, and Daga, and say they will vote for them at the next AGM.”
In a series of letters sent in November, the hedge fund accused the Grifols family and Daga of taking advantage of the low price they had themselves provoked through mismanagement to take the firm private and steal the potential upside from shareholders.
The board includes non-executive Chairman Thomas Glanzmann, Chief Executive Officer Nacho Abia, three members of the Grifols family, five independent directors and Daga, who is categorized as being “other external” after having surpassed the maximum time allowed to be an independent director. Additionally, the secretary of the board is Nuria Martin Barnes and the vice-secretary is Laura de la Cruz Galan, who come from Osborne Clarke.
Grifols shares fell sharply on Nov. 27, when Brookfield walked away from a deal, citing differences in valuation. The Class A shares rose 2.1% to €8.55 on Tuesday at 11:03 a.m. in Madrid. They closed at €10.66 on Nov. 26.
With Brookfield’s bid no longer on the table, investors’ focus has turned back to the company’s leverage and cash flow generation, which took the spotlight this year after the firm issued far lower than expected guidance. Grifols faces a €370 million ($389 million) bond maturity in February 2025 and the expiration of a $1 billion revolving credit facility in November.
The firm is confident it will be able to refinance bonds due next year and extend a revolving credit line, CEO Nacho Abia told Bloomberg last week. Grifols is also set to hold a Capital Markets Day in the first quarter of next year.
(Updates with details on board in 13th paragraph, share reaction in 14th.)
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