TORONTO – The bad blood between two of Canada’s largest financial companies grew worse Wednesday as Scotiabank failed in an attempt to oust two key CI Financial executives from the board of directors of the money manager.
Scotiabank, which owns slightly more than a third of CI, voted against the reappointment of executive chairman Bill Holland and CEO Stephen MacPhail to the company’s board as CI shareholders renewed a poison-pill plan that limits what the bank can do with its stake in the company.
The pair were nevertheless re-elected as directors of the mutual fund company, but that didn’t stop Holland from calling the bank’s vote “idiotic” and suggesting the bank was “mean-spirited” and “petty.”
Holland said removing the two from the board would be “a wilful waste of assets,” and that the bank is wasting the money of a company it partially owns.
“You have a $2.4-billion investment and you’ve turned around and voted against the two senior executives who for 17 years built the most impressive financial services track record in North America,” Holland said about Scotiabank after the meeting.
“Idiotic is the starting point, but I think their shareholders should conclude it’s a lot worse than that.”
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About 90 per cent of shareholders also voted in favour of renewing the rights plan which will now stay in place until 2014.
CI and Scotiabank had been at odds over the plan, which effectively blocks the bank from acquiring a larger stake in the company, and also from selling its block of shares to a single buyer.
In a statement, Scotiabank said it is customary not to comment on a confidential shareholder vote.
“We would be interested to see what the full vote results were since they haven’t been released,” the bank said.
The renewal of the shareholder rights plan follows a ruling last week by the Ontario Securities Commission which sided with CI and blocked Scotiabank from casting a vote on the plan at the meeting.
Under the plan, Scotiabank can only sell its 36 per cent block just one buyer, except under circumstances. The plan also makes sure that Scotiabank or any other potential buyer would have to offer a premium to all shareholders if it wants to buy the entire company.
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The bank had originally voted in favour of the rights plan when it was first adopted, but later said it wanted a plan that was less restrictive.
Laurence Booth, a finance professor at the Rotman School of Management at the University of Toronto said poison pill plans are generally a delaying tactic for a smaller company that does not want to be taken over, but larger companies usually get what they want in the end.
And he said that an asset manager like CI is very attractive to other financial institutions like Scotiabank, and said bank could launch a hostile takeover -bringing its own offer directly to shareholders, bypassing any arrangement with CI management.
“Asset management, which is what CI is all about, is a relatively low-risk business that generates consistent profits,” he said, explaining why a bank would want the money manager.
Booth said the Ontario Securities Commission tends to allow shareholders to sell to whoever they want in its rulings, despite the presence of a poison pill.
“You cannot allow a poison pill to frustrate the basic objective of allowing people to sell their shares to whoever wants to buy them, otherwise the integrity of the Canadian capital markets are at stake,” he said.
CI (TSX:CIX) shares closed down 46 cents at $22.95 on the Toronto Stock Exchange, while Scotiabank (TSX:BNS) shares were down $1.22 at $58.14.
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