In a press release yesterday afternoon, ACS said it was “pleased that the company’s independent directors have agreed to resign”, and said that the firm was “…more than confident that the new directors proposed are independent and will respect all shareholders’ rights.”
ACS Chairman Darwin Deason took the directors to task in a letter – laying the failure of a proposed $6 billion bid from private equity firm Cerebrus at their feet (See Cerebrus Drops Bid for ACS ). Cerebrus cited“poor conditions in the debt financing markets,” for reneging on its bid.
In the letter , Deason says board members Robert B. Holland, III, J. Livingston Kosberg, Dennis McCuistion, Joseph P. O’Neill and Frank A. Rossi have “lost the trust and support of the Company’s shareholders.” He also said that they failed to produce any other bidders or superior strategic alternatives, evidenced by the fact that shareholders were never given the opportunity to vote on the Cerebrus offer, according to the letter’.
For their part, the directors denied Deason’s allegations, noting that they acted “appropriately and in a manner designed to safeguard the best interest of the company and all of its shareholders.” The board members allege that it was Deason who blocked “superior alternatives” to the Cerebrus deal (see ACS Chairman Calls for Board Members’ Resignation ).
The directors say that a Special Committee evaluated the Cerebrus deal in addition to other alternatives. The letter says that the committee agreed to modify the Cerebrus proposal “in a way that would make sense for all the company’s shareholders, including increasing the offer price to a level that could be supported” – an offer that Deason allegedly refused.
Thursday’s press release from ACS following the resignations concluded, “ We welcome an examination of their independence, provided it is done in a reasonable time frame that allows ACS to quickly move forward and focus on its business.”