Robotti & Company, LLC Sends Letter to Acergy S.A. Board of Directors Regarding Vote at Upcoming Extraordinary General Meeting
December 03 2009 - 1:30PM
PR Newswire (US)
NEW YORK, Dec. 3 /PRNewswire/ -- Robotti & Company, LLC
("Robotti") sent a letter to the Board of Directors of Acergy S.A.
("Acergy" or the "Company") (NASDAQ:ACGY) (Oslo: ACY) on December
2, 2009 related to the vote at the upcoming Extraordinary General
Meeting ("EGM") and the three proposed resolutions. Mr. Robotti
stated that he is extremely pleased with the results of the Company
in a very difficult year and said, "It's very important to have a
long term incentive plan in place to reward management for their
excellent operating performance." However, Mr. Robotti believes
certain provisions of the proposed Long Term Incentive Plan
("Plan") are not in the interest of the Company's owners.
Particularly concerning are Article II, Section 2.5 (i), which
creates a 20% threshold to trigger a Change of Control, and Article
IX, Section 9.1 (d), which provides that outstanding Awards
(including previously unvested awards) are converted into the right
to receive cash from the Company. Moreover, the cash price is set
at the higher of consideration received in a Change of Control
transaction or the highest Fair Market Value of the stock during
the 90 days prior to the Change of Control event. As it stands,
Robotti & Company, LLC does not support the proposed LTIP and
therefore will vote AGAINST Resolution #3. In addition, Mr. Robotti
stated that he could not support adding an investment banker to the
Board of Directors of Acergy and encouraged the Board to work with
shareholders to find directors who were owners or owner
representatives rather than agents. Mr. Robotti also stated that
the Company should carry out the vote of shareholders and cancel
Shares held in Treasury. At the August 2009 EGM, shareholders
overwhelmingly passed a resolution authorizing the cancellation of
shares which have been bought back and are held in Treasury by a
vote of 64.4 million FOR the resolution and only 0.2 million shares
AGAINST. The voting deadline for ADRs is December, 7 2009 and for
common shares December 9, 2009. A copy of the letter in its
entirety can be accessed at the following address:
http://www.robotti.com/acergydec2009 About Robotti & Company,
LLC Robotti & Company Incorporated is the parent company and
predecessor to Robotti & Company, LLC a broker dealer that
specializes in undervalued securities identified by our proprietary
research. Through our registered adviser affiliate, Robotti &
Company Advisors, LLC we provide investment management for
individual clients. Robotti & Company has been in the
securities business since 1983. Contact information Meaghan Pratt
212-986-4800 Robotti & Company, LLC 110 East 42nd Street Suite
1100 New York, New York 10017 http://www.robotti.com/ DATASOURCE:
Robotti & Company, LLC CONTACT: Meaghan Pratt, +1-212-986-4800,
Robotti & Company, LLC Web Site: http://www.robotti.com/
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