The former chief executive of GMP Capital Inc. wants the investment dealer to buy back as much as $50-million of its own shares before launching a restructuring that would make Winnipeg’s Richardson family the company’s largest shareholder.
Kevin Sullivan, a co-founder and retired CEO of GMP Capital, set out a competing vision for the Toronto-based company’s future Tuesday by putting forward a slate of five new directors ahead of a shareholder meeting on Oct. 6. If elected, Mr. Sullivan’s board would attempt to renegotiate the planned merger of TSX-listed GMP Capital and its privately owned wealth management subsidiary, Richardson GMP (RGMP).
GMP Capital’s current plan would see the Richardson family owning 40.1 per cent of the combined business, up from 24.1 per cent, and would keep much of the company’s $120-million in cash in the business to fund growth. Mr. Sullivan wants to see that money go to GMP Capital minority shareholders and is pushing for governance restrictions to ensure the Richardson clan cannot make moves that come at the expense of other shareholders.
“I have always believed in and vocally supported the concept of consolidating the ownership of Richardson GMP under GMP and that doing so is in the best interests of all parties, but it must be done on fair terms,” he said in a news release.
Mr. Sullivan, who owns 4 per cent of GMP Capital’s shares, and hedge fund manager Anson Fund, with a 6.5-per-cent stake, are both urging minority shareholders to vote against the proposed transaction. GMP Capital currently plans to pay its shareholders 15 cents a share in a special dividend if the transaction is approved. In addition to the dividend, Mr. Sullivan wants to see the company earmark at least $40-million for a share buyback, a payout that would rises to $50-million if the Richardson family wants to sell some of its stake in GMP back to the company.
If GMP Capital were to buy back its own shares prior to merging with Richardson GMP, Mr. Sullivan said, that would leave the firm’s financial advisers with a larger stake in the business, something that would benefit the company. If the current deal is approved, the Richardson family will own 40.1 per cent of GMP Capital, current shareholders will hold 31.4 per cent and the RGMP advisers will own 28.5 per cent.
However, RGMP advisers stepped forward Tuesday to say in a press release they continue to support the original transaction. “The dissident’s plan does not have our support because it weakens the balance sheet and extends the period of uncertainty regarding our ownership,” said Marc Dalpé and Neil Bosch, who represent all advisers on the the RGMP board. “We are certain that if the RGMP Transaction is rejected, the outcome will be deadlock and downside risk to RGMP’s business as we expect investment advisers will leave for Richardson GMP’s competitors.”
GMP Capital board chair Donald Wright sounded the same warning last week in a separate shareholder letter. “You should be wary of any attempt by opponents of the RGMP transaction to single out certain terms that they dislike while ignoring the overall balance that the special committee negotiated,” Mr. Wright said in the letter. “You should be skeptical of claims that the [opposing parties] can negotiate better terms or distribute more capital to common shareholders.”
The slate of directors Mr. Sullivan put forward consists of experienced investment banking and wealth management executives: John Chambers, Edward Goldthorpe, David Goodman, Cameron MacDonald and former GMP executive Cynthia Tripp.
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