Legion pushes board fight at OneSpan after settlement offer rejected
14/04/2021 17:00
By Svea Herbst-Bayliss
BOSTON, April 14 (Reuters) - Legion Partners Asset
Management on Wednesday said it is pushing ahead with a proxy
contest to seat four directors on OneSpan's board after the
cybersecurity firm rejected a settlement proposal from the
activist investment firm.
Legion, which has been an investor in OneSpan since 2018,
also said it now owns 6.91% of the company's stock, up from the
6.8% stake it owned when it first said in February that it was
nominating directors.
The activist firm wants OneSpan to engage in a strategic
review and consider selling its hardware business, its
eSignature business or even the entire company. It has also
criticized the company for taking only incremental steps to
reverse its underperformance.
The firm, founded by Christopher Kiper and Ted White, said
in a regulatory filing that it had sent an email to the board
with a high-level proposal to avoid a proxy fight. It proposed
adding three Legion nominees immediately and to push ahead with
the strategic review.
The board responded that its unanimous view was to "not
proceed in discussing a settlement agreement based on the
proposed terms."
A company spokeswoman did not immediately respond to a
request for comment.
Legion originally wrote to shareholders that it is now time
to elect "strong technology leaders to the Board who will seek
to begin a comprehensive strategic review of the Company to
determine the best path forward for the Company and all its
stakeholders." The investment firm originally criticized OneSpan
for having failed to adequately correct the company's low share
price and having made only incremental changes to the board.
The company earlier this month appointed Garry Capers, a
cloud solutions executive at Deluxe Corporation, to its board.
OneSpan is currently valued at roughly $1 billion and has
seen its share price climb 30% since January. It was trading at
$26.86 on Wednesday.
(Reporting by Svea Herbst-Bayliss
Editing by Paul Simao)
((svea.herbst@thomsonreuters.com; +617 856 4331; Reuters
Messaging: svea.herbst.thomsonreuters.com@reuters.net))