16th May 2014 11:32
LONDON (Alliance News) - Bwin.party Digital Entertainment PLC, the online gaming company, Friday said it has commenced a search for three new independent directors for the board, as its continued to urge shareholders to vote against active investor SpringOwl's nominations for additional directors.
Bwin.party said that following an independent board evaluation process review, Deputy Chairman Rod Perry will retire once a successor has been selected, while Manfred Bodner and Helmut Kern also will be stepping down as non-executive directors at the conclusion of the forthcoming annual general meeting on Thursday next week.
The company said that due to "the increasing complexity of the group's business and regulatory environment, combined with the length of service of a number of the non-executive directors and the need to prevent the board from becoming too large and unwieldy," it had decided to search for three new independent directors.
The group said it hopes to complete the appointments during the current year.
Last month Bwin.party's shareholder, Gibraltar-based company SpringOwl Gibraltar Partners B Ltd, called for a boardroom shuffle, saying it wants to nominate four additional directors to the board of Bwin.party in a bid to change the way the company is run.
SpringOwl, run by Jason Ader, acquired a 6.1% share of the gambling group back in February, from the founder's trusts. However, it later reduced its shareholding to 5.27%. As part of the agreement, SpringOwl, which is said to adopt an active approach to its investments, also was assigned the right to appoint one director to the Bwin.party board, as long as its shareholding remained above 5%.
However, instead SpringOwl put forward nominations for four directors for the board, not including the director that SpringOwl already has the right to appoint. As board representatives, SpringOwl proposed venture capitalist Kalendu Patel, Francis Grady, US internet entrepreneur Michael Fertik, and Steven Rittvo, chairman and co-founder of consulting firm The Innovation Group.
Following this, Bwin.pary said it was advising its shareholders to vote against the board appointment proposals, saying it was concerned about the size of its board, should the proposed representatives be appointed, having previously reduced its board membership down to nine directors.
"SpringOwl's proposal to increase the size of the board to 13 or 14 members would therefore result in a more unwieldy decision-making forum as well as add extra cost to the company," the company said last month.
The boardroom proposals will be discussed at the annual general meeting next Thursday.
Bwin.party said it has appointed executive search firm Spence Stuart to conduct an international search to identify suitable candidates to join the board.
"Bwin.party is operating in a challenging and rapidly changing business environment. The steps we are announcing today will ensure that succession is in place to allow the board to anticipate and address the complexities of technological change, the inevitable transition to regulated and taxed markets and also to maximise the long-term value of the business for its shareholders, customers and employees," Chairman-Elect Philip Yea said in a statement.
Bwin.party shares were down 4.0% at 113.90 pence Friday morning.
By Rowena Harris-Doughty; [email protected]; @rharrisdoughty
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