Irenic Calls on Kinaxis’ Board of Directors to Answer Five Questions Regarding the Evaluation of Inbound Interest and Strategic Alternatives
Believes All Shareholders Deserve a Substantive Update In the Coming Days
Reiterates Call for the Board to Pursue a Dual-Track Process of Evaluating All Value-Maximizing Options for
“On
We reiterate our call for the Board to act in accordance with its fiduciary duties and pursue a dual-track process to identify the best CEO candidate and a robust consideration of all strategic alternatives, including engagement with inbound inquiries.”
Irenic’s Questions to the Kinaxis Board of Directors:
- Was the decision not to engage with inbound interest from would-be acquirors a decision made by the full Board with the benefit of independent financial advice? Is the Board and its financial advisor Goldman Sachs now engaging with inbound interest?
- Is Goldman Sachs empowered to conduct a full review of strategic alternatives – including making outbound inquiries to potentially interested parties?
- Has a Special Committee of the Board been formed to evaluate strategic alternatives and directly instruct Goldman Sachs and supervise management?
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Has the Board structured the compensation and incentives of
Mr. Courteau such that he is economically indifferent between a sale or a standalone path? -
The Board has previously stated it “believes that execution of its strategic plan is the best path to maximize shareholder value.” Is the Board open to reconsidering this view if Goldman Sachs identifies a strategic alternative that provides superior risk-adjusted value to
Kinaxis shareholders?
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