ISS Notes Spin-Off Signifies an “Irreversible Strategic Selection” Thereby Warranting Particular Conference for Shareholders to Voice Their Viewpoint
Cites Chairman Terry Considine’s “Possible Conflicts of Interest” in a Article-Spin Composition
Finds that AIV’s Performance – Together with Following the Spin-Off Announcement – Raises “Query of Board Trustworthiness with Investors”
Vote on the GOLD Proxy Card Right now to Guarantee Your Voice is Read
Nowadays Land & Properties Investment decision Management LLC (alongside one another with its affiliate marketers, “Land & Properties”), a substantial shareholder of Apartment Investment and Management Firm (“AIV” or the “Business”) (NYSE: AIV), declared that a foremost proxy advisory company, Institutional Shareholder Expert services Inc. (“ISS”), has proposed that shareholders vote FOR on the GOLD ask for card to consent to phone a exclusive conference of the Company’s shareholders (the “Distinctive Conference,” or the “Conference”) to maintain an advisory vote on AIV’s prepared separation of its enterprise into two, individual and unique, publicly traded companies, Apartment Money REIT (“AIR”) and Aimco, by means of a reverse spin-off.
In concluding that a Particular Meeting is warranted, ISS noted the adhering to1:
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“Specified the certainty of tax and uncertainty of profit, allowing for shareholders to convey their sights faster somewhat than afterwards could be constructive to each sides. If shareholders share L&B’s worries, that could inform the firm that it desires to just take methods to allay people concerns.”
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“On equilibrium, the strategic questions seem adequately weighty, specially in the context of an irreversible strategic decision and tax invoice, that shareholder consent FOR the proposal to phone a unique conference is warranted.”
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“[T]listed here are quite a few corporate governance fears, specifically as it relates to shareholder rights… The earlier mentioned fears, blended with the chairman’s probable conflicts of fascination equally as a device holder and as the anticipated chairman of each entities post spin-off, no matter whether perceived or true, counsel that increasing shareholders’ capacity to voice their opinions would advantage all constituents.”
ISS also commented on AIV’s general performance and absence of reliability with traders, producing:
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“AIV’s uninspiring share price tag effectiveness because the announcement raises the query of board believability with traders.”
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“On the lookout at extended expression trends, it appears that the market has lengthy been unconvinced by the company’s outcomes.”
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“The stock underperformance in advance of and immediately after the announcement of the proposed spin-off is puzzling in mild of the board’s assertion that it is unlocking shareholder value and that it often interacts with shareholders, together with engaging with far more than 70 % of remarkable shares in 2020, and raises the inquiries of shareholders’ accurate guidance for the board’s approach and this certain transaction.”
Jonathan Litt, Land & Structures Founder & Chief Expense Officer, stated: “We are pleased that ISS agrees that AIV shareholders have earned to voice their view on what we feel is an enormously worth harmful spin-off. As we have regularly stated, this would be a non-binding vote but would be highly instructive for the Corporation as it considers probable paths ahead.
Notably, Chairman and CEO Considine continues to show his blatant disregard for shareholders, as is laid bare in the Company’s announcement final night time (in its Q3 earnings push release) that it manufactured a $50 million unrelated expenditure in a Life Science business enterprise affording him the opportunity to be involved with remarkably regarded Existence Science executives at the price of AIMCO shareholders, in our see.
We look ahead to continuing to make our situation to shareholders to assure that these types of an irreversible and damaging transaction are not able to proceed without the need of a vote.”
1 Permission to quotation ISS was neither sought nor acquired. Emphases added.
Perspective resource model on businesswire.com: https://www.businesswire.com/information/house/20201030005555/en/
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