Neuberger urges Verint shareholders to back its three board nominees

BlueMountain names slate for PG&E board

(Reuters) – Asset manager Neuberger Berman on Monday urged the shareholders of data analytics company Verint Systems to vote for its three director nominees after the company rejected them last month.

In a public letter to shareholders, Neuberger, which holds 2.6% stake in the company, said Verint should transition to a ‘modern cloud business’ model.

Verint could not immediately be reached for comment.

The company had said in April none of the nominees of Neuberger were suitable as potential board members and called the nominations “demonstrably unwarranted”.

The asset manager said on Monday it has owned Verint’s stock since 2006 and has tried to communicate with the company’s board for the last two years, but faced reluctance.

Neuberger said a robust share repurchase plan should be an important part for a “low-growth” company like Verint and that the management needs to make a ‘compelling case’ for keeping ownership of both customer engagement and cyber intelligence units.

Verint shareholders are set to meet on June 20 at its annual meeting and will vote on proposals, including the nomination of directors.

Reporting by Shariq Khan in Bengaluru; Editing by Arun Koyyur

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Bayer shareholders vent ire over Monsanto-linked stock rout

Bayer shareholders vent ire over Monsanto-linked stock rout

BONN (Reuters) – Bayer shareholders vented their anger over its stock price slump on Friday as litigation risks mount from the German drugmaker’s $63 billion takeover of seed maker Monsanto.

Werner Baumann, CEO of German pharmaceutical and chemical maker Bayer AG, attends the annual general shareholders meeting in Bonn, Germany, April 26, 2019. REUTERS/Wolfgang Rattay

Several large investors said they will not support aspirin investor Bayer’s management in a key vote scheduled for the end of its annual general meeting.

Bayer’s management, led by chief executive Werner Baumann, could see an embarrassing plunge in approval ratings, down from 97 percent at last year’s AGM, which was held shortly before the Monsanto takeover closed in June.

A vote to ratify the board’s actions features prominently at every German AGM. Although it has no bearing on management’s liability, it is seen as a key gauge of shareholder sentiment.

“Due to the continued negative development at Bayer, high legal risks and a massive share price slump, we refuse to ratify the management board and supervisory board’s actions during the business year,” Janne Werning, representing Germany’s Union Investment, a top-20 shareholder, said in prepared remarks.

About 30 billion euros ($34 billion) have been wiped off Bayer’s market value since August, when a U.S. jury found the pesticide and drugs group liable because Monsanto had not warned of alleged cancer risks linked to its weedkiller Roundup.

Bayer suffered a similar defeat last month and more than 13,000 plaintiffs are claiming damages.

Bayer is appealing or plans to appeal the verdicts.

Deutsche Bank’s asset managing arm DWS said shareholders should have been consulted before the takeover, which was agreed in 2016 and closed in June last year.

“You are pointing out that the lawsuits have not been lost yet. We and our customers, however, have already lost something – money and trust,” Nicolas Huber, head of corporate governance at DWS, said in prepared remarks for the AGM.

He said DWS would abstain from the shareholder vote of confidence in the executive and non-executive boards.

Two people familiar with the situation told Reuters this week that Bayer’s largest shareholder, BlackRock, plans to either abstain from or vote against ratifying the management board’s actions.

Asset management firm Deka, among Bayer’s largest German investors, has also said it would cast a no vote.

Baumann said Bayer’s true value was not reflected in the current share price.

“There’s no way to make this look good. The lawsuits and the first verdicts weigh heavily on our company and it’s a concern for many people,” he said, adding it was the right decision to buy Monsanto and that Bayer was vigorously defending itself.

This month, shareholder advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recommended investors not to give the executive board their seal of approval.

Reporting by Patricia Weiss and Ludwig Burger; Editing by Alexander Smith

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Newmont shareholders OK $10 billion Goldcorp takeover, creating biggest gold producer

Newmont shareholders OK $10 billion Goldcorp takeover, creating biggest gold producer

TORONTO (Reuters) – Newmont Mining shareholders on Thursday approved the company’s $10 billion takeover of Goldcorp Inc which is set to create the world’s biggest gold producer with assets across the Americas, Africa and Australia.

FILE PHOTO: Visitors pass the Newmont Mining Corporation booth during the Prospectors and Developers Association of Canada (PDAC) annual convention in Toronto, Ontario, Canada March 4, 2019. REUTERS/Chris Helgren/File Photo

About 98 percent of votes at a special meeting were in support of Newmont’s proposal to issue new stock to fund its takeover of Goldcorp, the Denver-based company said in a statement. Goldcorp’s investors voted to approve the acquisition last week.

The deal, the biggest takeover in the gold sector’s history according to Refinitiv data, faced some initial opposition from Newmont investors who said it overly favored Goldcorp shareholders. But they rallied behind the proposal on the promise of a special dividend.

The 88-cent-per-share special dividend will be paid on May 1 to those who hold Newmont shares as of April 17, according to the statement.

Newmont shares were 0.7 percent lower at $36.01 in morning trading in New York, in line with the benchmark S&P/TSX Global Gold Index. Goldcorp shares slipped 0.26 percent to C$15.41 in Toronto.

“We thank Newmont’s shareholders for their overwhelming support for this compelling value creation opportunity as we build the world’s leading gold company,” Newmont Chief Executive Gary Goldberg said in the statement.

The new company, to be called Newmont Goldcorp, will overtake current market leader Barrick Gold Corp in annual production, churning out 6 million to 7 million ounces of gold annually over the next 10 years, compared with Barrick’s forecast of 5.1 million to 5.6 million ounces for 2019.

Newmont Goldcorp expects to shed between $1 billion and $1.5 billion of assets to focus on its most promising operations. This, combined with mines Barrick plans to sell in the wake of its acquisition of Randgold Resources, is expected by analysts to fuel a flurry of deals in a sector that has been focused on cutting costs rather than pursuing growth for several years.

Newmont’s acquisition of Goldcorp had faced several hurdles, beginning with Barrick’s hostile takeover bid for Newmont in February, which required it to abandon its deal with Goldcorp.

That was resolved through the creation of a joint venture of Newmont and Barrick’s operations in Nevada, which was estimated to create $4.7 billion in synergies.

Reporting By Nichola Saminather; Editing by Bernadette Baum

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