Companhia Vale do Rio Doce (RIO-N) is wasting no time putting its stamp on its newest acquisition, Inco (N-T, N-N), by replacing the entire board of directors, except for Inco chairman Scott Hand.
The vacancies left by the incumbent directors’ departure have been filled with CVRD nominees Roger Agnelli (CVRD’s CEO), Jos Auto Lancaster Oliveira (Executive Director of CVRD’s Non-Ferrous Minerals division), Murilo Pinto de Oliveira Ferreira (CVRD’s executive director of equity holdings and business development), Fabio de Oliveira Barbosa (CVRD’s CFO), Gabriel Stoliar (CVRD’s executive director of planning), Michael Phelps (independent), Mel Leiderman (independent), Stephen Wallenstein (independent) and Stanley Greig (independent).
Agnelli will serve as board chairman, and Hand will simply be a director during the transition period.
On Monday, CVRD reported that almost 76% of Inco’s shares had been tendered to its C$86-per-share cash offer, and that the offer would be extended to the end of next week.
Ultimately, CVRD wants 100% of Inco’s shares, and may acquire them in a compulsory manner.
Meanwhile, Inco intends to withdraw its common shares from listing on the New York Stock Exchange and from registration under Section 12(b) of the U.S. Securities Exchange Act of 1934.
Inco says it expects that the delisting will become effective in 20 days and that the deregistration will become effective in 100 days.
Inco will also delist from the Toronto Stock Exchange as soon as possible.
Effective immediately, Inco will start using U.S. Securities and Exchange Commission forms available for use by foreign private issuers, instead of those used by U.S. domestic reporting companies, which it has historically used on a voluntary basis.
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