While the incumbents may have won the proxy battle for control of Zarlink Semiconductor, the real war may be just beginning with a fresh volley from the group of shareholders seeking to oust CEO Kirk Mandy and five directors.
The group, led by fund manager Scott Leckie, has argued irregularities exist between U.S. and Canadian proxy voting results, adding they're checking numbers to see if proxy holders south of the border received information provided by his group.
"We're not certain yet it's a defeat," said Mr. Leckie, whose group took 40 per cent of the votes even though he said its circular was distributed just a week before the July 18 deadline.
"It was a short, intense period, so we're surprised at the way voting turned out given that fact."
Debbie Weinstein of local law firm LaBarge Weinstein, who is representing the Leckie group, said while the dissident slate received 54 per cent of all Canadian votes, it got only five per cent of U.S. proxies.
While it's possible U.S. shareholders simply chose to support management, Ms. Weinstein said it's still worth looking into the "inconsistency," and has asked the company to provide certain information regarding the vote.
But she accused management of refusing to allow the Leckie group to examine proxies and said Zarlink will only provide voting totals. "Zarlink at this moment continues to be obstinate and is attempting to put up roadblocks as we speak," said Ms. Weinstein, who couldn't comment on specifics but said her firm had received a "nasty letter" from Zarlink.
"How do I substantiate what went wrong if I can't look behind the numbers? It's like getting your marks from a test but you don't know what you did wrong."
Zarlink spokesperson Ed Goffin said the company is looking at the "laundry list" of items the Leckie group asked to see after the July 23 meeting, and will "provide all the information that is normal and appropriate."
Mr. Goffin didn't provide details on the Leckie group's demands, noting that it's a legal matter now. "We've done everything and met all requests for information needed within the time frame ... we'll provide everything we can," he said.
In an interview following the company's annual general meeting, Zarlink CEO Kirk Mandy added, "(The Leckie group has launched) a campaign of fear, uncertainty and doubt that has stimulated the imaginations of retail shareholders.
"They see a company with substantial value that will soon be realized on a go-forward basis and ... are taking advantage."
Mr. Leckie said the company's results speak for themselves, noting, "They have a $100,000 of positive cash flow - that's nothing. Their cost structure is still out of whack with revenue, there's still the same dysfunctional leadership, and there's a convertible bond that's a ticking time bomb."
The dissident group is now looking at all of its options, and may consider pursuing litigation if necessary, said Ms. Weinstein.
"The matter is not closed," she said.
* To print this page, click on the "Printer Friendly Version" link above. When the new
window opens, right-click with your mouse in the new window and select "Print".