The Carter Holt Harvey board has received its second shake-up in less than two weeks, after billionaire Graeme Hart axed two of the forestry giant's independent directors.
Hart, who last month acquired a controlling stake in the company and launched a $3.3 billion takeover offer at $2.50 a share, has
asked Kerry McDonald and Helen Nugent to step down. They have agreed to leave when the offer closes, slated for October 13, although it could be extended.
McDonald, who has sat on the board since 1998, said he was disappointed by the decision and, although Hart had indicated he wanted a smaller board, he had given no further reason for the resignation.
He surmised it reflected the new controlling shareholder's desire to populate the board with people he was accustomed to working with.
"If you are a company director, this goes with the turf and you should not be surprised that you are not re-elected," McDonald said.
"I think of a company that has constantly underperformed its potential. It is a touch disappointing not to have the opportunity to see the business achieve."
Nugent, who was appointed in 2003, was not available for comment.
With chairman John Maasland, Nugent and McDonald were part of the team that recommended minority shareholders not accept Hart's offer because it fell short of the $2.55 to $2.95 valuation arrived at by independent appraiser Grant Samuel.
The move follows a board reshuffle late last month, which saw the resignation of directors related to International Paper.
Maasland remains on the board with new appointments of Hart, Mark Burrows, a director of Hart's listed Australian food business, Burns Philp, and investment bank Lazard; Thomas Degnan, Burns Philp director and managing director; Bryce Murray, also a director of Burns Philp as well as a senior executive of Rank; and Tim Hardman, Rank's operations head.
Maasland said: "Change is inevitable following the transition to a new majority shareholder. The company has been fortunate to have directors of the calibre of Kerry McDonald and Helen Nugent on its board, and has benefited from their significant depth of experience and expertise."
- additional reporting NZPA
