Thursday 19th September 2013
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Peter Hutson has resigned from the board of Abano Healthcare Group after the company questioned his ability to remain a director while considering a takeover of the business.
Abano "confirms that following a unanimous request from the non-conflicted directors of Abano" Hutson tendered his resignation, effective immediately.
Hutson's associated interests hold approximately 15 percent of Abano and 50 percent of Bay International, the company which operates Abano's audiology business. He remains a director and employee of Bay International though "various operational protocols" will be put in place to address the ongoing conflict of interest, it said in a statement from chairman Trevor Janes.
Abano this week sought advice on whether Hutson should keep his directorship of the specialist healthcare investor while taking part in a $131.4 million takeover tilt with Australian private equity firm Archer Capital.
Substantial shareholder notices today show Archer Capital, Hutson and James Reeves hold about 19.99 percent of Abano's shares, and are locked up in a standstill arrangement for the next five months to allow the takeover attempt. Hutson's fiduciary duties as an Abano director trump any conflicting obligations of the associated shareholding deal, according to their statements.
Archer and Hutson last Friday "re-activated" an unsolicited proposal first made, and rejected, last month to acquire Abano, trimming the indicative price that would be offered to $6.97 a share from $7.14, to reflect dividend payments and capital raising. As part of the deal, an Archer-owned Abano would sell its audiology business, for a nominal sum, to Hutson's interests.
The shares fell 0.7 percent to $6.70 today.
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