Proxy advisor Glass Lewis recommended Capricorn Energy's shareholders vote to replace its CEO and other board members, and against a proposed merger with Israel's NewMed Energy, according to its report seen by Reuters.
The recommendations come ahead of meetings on Feb. 1, where Capricorn shareholders will cast votes on the proposed merger a few hours ahead of voting on replacing seven directors following a proposal by Palliser.
The recommendations by Glass Lewis echo proxy adviser Institutional Shareholder Services (ISS), which also recommended Capricorn shareholders should vote against the merger and to remove CEO Simon Thomson, CFO James Smith and five others from the board.
"We do not believe the NewMed transaction represents a reasonable exchange of value to the Company's shareholders on its current terms," Glass Lewis said in its report.
"We believe Palliser has presented a convincing case for rejecting the NewMed transaction and for support of its proposed wholesale board changes."
Capricorn did not reply to a request for comment on the ISS and Glass Lewis reports.
Palliser has put its tally of support for its proposals to overhaul the board of the British oil and gas producer at over 40% of shareholders, including some of Capricorn's biggest shareholders such as Madison Avenue, which have already declared their voting intentions.
This includes a rare public declaration of asset manager Legal & General against the board and its plans.
Proxy adviser PIRC, meanwhile, recommended a vote against Palliser's board plans, but added that neither Capricorn nor Palliser had made it clear how the firm would invest to fit into the transition to a low carbon energy system.
Both votes will be decided by a simple majority of shares represented at the meeting.
Recommended Reading
Devon Energy CEO Rick Muncrief Shares Secrets of Successful A&D
2023-02-02 - Devon Energy’s chief executive revealed the formula that made the firm’s merger with WPX Energy work.
Capricorn Shareholder Palliser Calls for Board Overhaul Meeting, Documents Show
2022-12-19 - Palliser Capital recommended the replacement of Capricorn Energy's CEO and CFO, among others, and recommended former BP North Africa regional president Hesham Mekawi and former Spirit Energy CEO Christopher Cox as replacement directors.
Capricorn Energy CFO Smith to Stay on Temporarily After Board Exit
2023-02-03 - Last week, Smith had resigned from Capricorn Energy amidst plans for a merger with NewMed.
Capricorn Announces Board Changes, Adjourns Meeting on NewMed Energy LP Combination
2023-01-25 - Capricorn Energy announced the changes following shareholder concerns on the timing of general meetings.
US Interior Department Names Elizabeth Klein to Oversee Offshore Energy
2023-01-11 - Elizabeth Klein will take over as the head of the Bureau of Ocean Energy Management after the resignation of current head Amanda Lefton, effective Jan. 19.