Maple Leaf Foods Inc. (TSX: MFI) (the “Company”) recently announced that it has made further governance enhancements through an amended Governance Agreement with McCain Capital Inc. (“MCI”) and its President and CEO Michael McCain (together, the “McCain Holders”), the largest shareholder of the company. The Governance Agreement was originally entered between Michael McCain, McCain Capital Corporation and the Company on July 28, 2011.
“The amendments establish a progressive governance agreement between the Company and its largest shareholder that functions in the best interest of all shareholders, and achieves the board’s commitment to continued good governance,” said David Emerson, Chairman, Maple Leaf Foods.
Highlights of the amendments include:
- An agreement by the McCain Holders to ensure that, regardless of their ownership, the board of directors will consist of a majority of independent directors nominated by the Corporate Governance Committee of the board.
- An agreement by the McCain Holders that restricts them from increasing their ownership interest in the Company over 45% except pursuant to a take-over bid for 100% of the Company’s shares or as a result of actions by the Company, or other specified exempt actions.
- A restriction on the McCain Holders’ ability to transfer shares to a person who would hold 20% or more of the outstanding shares following the transfer, except in specified circumstances, including pursuant to certain estate planning transactions or a take-over bid for 100% of the Company’s shares.
- Restrictions on the McCain Holders’ ability to enter into lock-up agreements in respect of their shares except certain permitted lock-up agreements.
- Mechanisms to address an intergenerational transfer of McCain Holders shares.
With these provisions, and as a result of recent changes in securities laws which make other provisions of the rights plan redundant, the Company will not submit the existing shareholder rights plan for re-confirmation at the Company’s annual meeting in 2017, thereby allowing the plan to expire in accordance with its terms.
The amended Governance Agreement was approved by the independent directors of the Company and was not entered into in response to any proposed or pending transaction or material event.