Capricorn ready to add Palliser nominees to board By Reuters

By Shadia Nasralla

LONDON (Reuters) -Capricorn Energy said on Monday it was ready to add “a number” of people put forward by activist investor Palliser to its board while it pursues a merger with Israel’s NewMed that some of its shareholders oppose.

Palliser, which is Capricorn’s third-biggest shareholder and has spoken out against the proposed merger in its current form, last month called for a general meeting to vote on removing seven Capricorn directors from supervisory roles, including the CEO.

“We are ready to add a number of your nominees to the board promptly and well before the general meetings,” Capricorn said in a letter to Palliser posted on its website.

Capricorn declined to clarify how exactly the board might change.

Madison Avenue Partners, Capricorn’s biggest shareholder at around 8%, on Monday separately reiterated its opposition to the board.

“Madison intends to vote for the Palliser slate of directors, against the current directors, and against the merger proposal,” Eli Samaha, managing partner at Madison Avenue, told Reuters.

“We are disappointed and confused that the board continues to act in direct contravention to the desires of the largest shareholders of the company.”

Jamie Sherman, co-chief investment officer at Capricorn’s second biggest shareholder Kite Lake, holding around 7.4%, told Reuters on Monday the NewMed deal terms were inadequate and Palliser’s slate of board nominees was the best way forward.

The shareholder meeting to vote on the board changes is planned for Feb. 1, with a shareholder vote on the NewMed deal “on or around the same date”, Capricorn said.

Palliser did not respond to a request for comment on Capricorn’s proposal, but it issued a statement on Monday, shortly before Capricorn did, objecting to the tight scheduling.

“Holding the general meetings so close together deprives any reconstituted Capricorn board of the opportunity to re-assess the merits and terms of the NewMed transaction in parallel with a consideration of a range of other options,” the statement said.