Talisman Energy Inc. has made room on its board for an activist investor without putting up a public fight.
The company is giving Carl Icahn his first win in his attempt to make the company more valuable for shareholders – although the oil-and-gas outfit remains vague on how it expects the outsider to spruce up its fortunes.
Talisman has agreed to give two board seats to Mr. Icahn's representatives, the energy company said Monday. Mr. Icahn is a well-known shakeup artist based in New York, and has accumulated a 7.37-per-cent stake in Talisman. His firm expressed interest in joining the board in October, which launched Mr. Icahn's campaign to remake Talisman.
The seemingly friendly concession comes as Talisman is in the midst of overhauling its operations. But even though Talisman is selling assets and reorganizing, Mr. Icahn's public pushing demonstrates that not everyone is pleased with Talisman's progress. Talisman argues the announcement, which comes with restrictions on what Mr. Icahn can do, means it can focus its plans without the distraction of a messy proxy war.
"We have avoided what would be a resource-consuming back-and-forth between us and Icahn," Talisman spokesman Brent Anderson said. "It is a reasonable outcome that ensures some stability for the company."
Samuel Merksamer and Jonathan Christodoro, managing directors of Icahn Capital LP, a subsidiary of Icahn Enterprises LP, will join Talisman's board this month, the energy company said.
How they intend to strengthen Talisman, however, remains unclear.
"I strongly believe in the potential of Talisman and I'm pleased to have reached this constructive outcome," Mr. Icahn said in Talisman's statement. "We look forward to working with the board of directors and management with a common objective of creating sustainable value for all shareholders."
One of Mr. Icahn's board nominees will sit on the committee focusing on who will succeed Hal Kvisle, Talisman's chief executive. Mr. Kvisle said he wants to step aside when he finishes reorganizing and strengthening the company, something he hopes will wrap up in 2014.
Mr. Icahn did not respond to a request for an interview.
Investors will have to remain patient despite having representatives from a vocal firm join the board.
"Although there is significant value to be under-covered here, we continue to believe that the [Talisman] dynamic is a complex one (i.e. it will likely take some time to surface this value)," Menno Hulshof, an analyst at TD Securities Inc. said in a note.
Talisman's Mr. Anderson said Mr. Icahn "appears to be aligned with Talisman in wanting to unlock value and the potential of the company." Mr. Anderson, however, is not aware of any specific ideas the New York-based investor plans to bring to the board in order to jack up Talisman's value.
"The primary objective was to get board representation and he seems confident and comfortable in that he's obtained that," Mr. Anderson said. "He can lend his expertise and knowledge to our existing strategy and help us deliver on sustainable shareholder value."
Mr. Icahn also made concessions in exchange for his firm getting two seats on Talisman's board. He agreed to support Talisman's proposed slate of directors at the company's annual meeting in May. He also agreed not to conduct a proxy contest, make shareholder proposals, chase after more board seats, buy more than 20 per cent of company or make comments that "disparages" the company.
These and other so-called "standstill restrictions" are in effect until the later of the conclusion of the 2014 annual meeting or when both of Mr. Icahn's nominees are off the board.
Kevin Dunne, a long-serving Talisman director, is "coming to the end of his term and will be retiring," the company said in its statement. Fourteen people will then sit on Talisman's board.