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The manager of medical landlord Calan Healthcare Properties Trust flexed its muscles yesterday, firing Calan's independent directors, including the chairman who opposed its attempt to take the company over.
ING, which owns Calan's manager but has unsuccesfully tried to take over the whole company, said yesterday it would also ditch the Calan name, replace it with the ING moniker and appoint a new board after what it called a "strategic review" of the listed entity.
Gone is Calan chairman and lawyer Bruce Davidson, boardroom chief for five years and an outspoken opponent of ING's attempts to seize the trust.
Gone too are fellow directors Tim Saunders and Jock Irvine. All three have been on the board since 2002, appointed well before ING had any interest in Calan.
ING, which owns 19.9 per cent of Calan, made a full takeover offer in January last year. But independent directors recommended against the bid, saying it was too low.
In March 2006, ING bought the management rights for Calan. A takeover was expected to follow but in June this year, ING announced that the buyout would not proceed because the two parties had been unable to agree on the price.
Davidson said yesterday he was not happy to be losing his job. Nor was he hugely surprised.
"They decided they wanted a new board. My concern was always to ensure that the interests of unitholders were safeguarded.
"In the corporate world these things happen and, in light of the last 12 months, you could not be surprised that the board was replaced."
Davidson has been at the forefront of opposition against ING and he thwarted its efforts to take over Calan.
As one of Calan's independent directors, Davidson said last June that he could not recommend ING's proposal for a scrip-for-scrip exchange ratio which would enable it to take over the medical specialist.
Calan's new chairman will be Bill Thurston, a former chairman of law firm Bell Gully. Graeme Horsley, formerly of Ernst & Young, has also agreed to join Calan's board as independent directors.
Peter Brook, formerly of Merrill Lynch and Andrew Evans, managing director of ING's real estate interests, will also join Calan's board.
ING said Calan would now be called ING Medical Properties to reflect its management.
David Carr, Calan's general manager, said the moves would identify the trust as part of the global ING Group.
Calan was down 2c to $1.27 yesterday.
