What happens to directors in takeovers


August 22, 2018

This list tracks the so-called social issues at board level when public companies merge or are taken over. Interesting concept which no-one else has done but lots of work to complete.

ABB Grain: bought by Canadian firm Viterra in 2009. All directors lost their jobs.

Ampol Exploration: bought by Exxon in mid-1990s and entire board lost their jobs.

Advance Bank: merged with St George Bank.

ALH: Woolworths and Bruce Mathieson ditched the entire board along with CEO Geoff Rankin after out-bidding Coles for the pubs and pokies business in 2004.

Alinta: carved up by Singapore Power and the Babcock group in 2007 with all directors losing their jobs.

Asciano: A consortium involving Qube, Qatar, Canadian interests and private equity paid $9 billion in cash in 2016, so the board and management teams all lost their jobs. See announcement.

Ashton Mining: mopped up by Rio Tinto in 2001 with all directors losing their jobs.

Auspine: taken over by Gunns in a two stage process over 2007-08 that saw all directors lose their jobs.

Australian Hospital Care: bought by Mayne in 2001 and all directors departed, although they got a three year payout.

Australian National Industries (ANI):

Australian Wealth Management: merged with IOOF in 2009 and Chris Kelaher came across to be CEO of the combined operation with IOOF CEO Tony Robinson departing with a nice payout. Two other AWM directors joined the IOOF board, George Vernados and Ian Griffiths, whilst 2 IOOF directors resigned, namely Kate Spargo and Rick Harper. Tony Hodges stepped down from the IOOF board but remained an executive. All the changes are spelt out here.

Axa Asia Pacific Holdings: When the French parent and AMP carved up the ASX-listed business in 2001, CEO Andy Penn lost his job. He's now a successful Telstra CEO and arguably should have been retained by AMP. The only Axa directors to join the AMP board were chairman Rick Allert and Patty Akopiantz.

Bank of Melbourne: Westpac bought the business in 1995 and CEO Chris Stewart joined the board.

Baxter: bought by Transpacific in 2006 for $240 million in a cash and scrip deal which saw all the directors lose their jobs, although MD Polly Mazaris initially agreed to continue on in her role. See announcement.

Coates Hire: taken over for $2.2 billion by a combination of private equity firm Carlyle and the Kerry Stokes controlled National Hire in October 2007 at the peak of the boom and all directors lost their jobs. See announcement.

Colonial: taken over by Commonwealth Bank in 2000. Colonial were give two board seats and CEO Peter Smedley was going to take one but then declined to instead become CEO of Mayne, so the two spots went to Colin Galbraith and Warwick Kent.

Coles Group: Wesfarmers ditched all of the directors, including CEO John Fletcher, when it bought the retailing behemoth in 2007. Those who lost their jobs included Coles chair Rick Allert, plus (see last Coles Group annual report on ASX website)

Corporate Express: mopped up by parent company Staples in 2010 with all directors losing their jobs.

Covermore: Zurich paid $720 million for the business in 2017 and all the directors lost their jobs.

Crown: PBL bought the business in 1999 and all Crown directors departed including CEO Lloyd Williams who got a $7 million payout.

CRA: the proposed dual listed company merger with RTZ in 1995 saw all of the directors retain their jobs but the CRA and Australian influence steadily waned over the years.

Dyno Nobel: bought by Incitec in 2008.

Email: taken over in late 1990s and finished up partly owned by Onesteel.

Gibson Chemicals: taken over in the late 1990s.

GIO: ridiculously hostile takeover by AMP in 1997

Hills Motorway: bought by Transurban.

Investa Property Group: bought by Morgan Stanley in 2007.

JNA: taken over in the late 1990s.

Hoyts: when Kerry Packer paid $600 million to take the business private in 1999 the directors such as chair David Gonski, Brian Powers, Richard Longes and Andrew Banks took their leave.

Just Group: Solly Lew ditched the entire board, including a record four female directors, when Premier Investments took over the retailer in 2008. The fired directors included Susan Oliver plus /////.

Lihir Gold: Newcrest paid $9.5 billion for the business in 2010 with a maximum cash component of $1 billion. All of the Lihir directors, including chairman Ross Garnaut, initially lost their jobs, along with CEO Graham Hunt. However, Lady Winifred Kamit did join the Newcrest board in February 2011, six months after the takeover completed.

Lion Nathan: Japanese giant first got control in late 1990s and then moved to 100% in 2009 when all directors lost their jobs. See announcement.

Mantra Hotels: French giant Accor bought the business for $1.25 billion in cash in 2018 and all the directors lost their jobs. See announcement.

Mayne Pharma: the old FH Faulding business was taken over by US company Hospira in 2007.

Metal Manufacturers: taken over in the late 1990s.

MIM: bought by Xstrata in 2003 and all directors lost their jobs, especially CEO Vince Gauci who opposed his board's decision to endorse the bid.

National Consolidated:

North Ltd: Rio Tinto beat Anglo in a bidding war in 2000 and all the directors departed, including CEO Malcolm Broomhead.

Novion Property Group: Federation Centres nominally took over the larger Novion in 2015 and the combined group was rebranded Vicinity, initially with an 11-person board with Federation providing the CEO in Steven Sewell and Novion the chair in Peter Hay. The casualties from the Federation board were chairman Bob Edgar, Clive Appleton and Fraser MacKenzie, whilst it was only CEO Angus McNaughton and director Nancy Milne who didn't make it from Novion, although Sewell was sacked a few weeks later and replaced by McNaughton, who then retired at the beginning of 2018.

Patrick Corp: the entire board, including CEO Chris Corrigan, walked when Toll bought the business in 2006. They wouldn't have landed jobs if they'd asked given the acrimony involved.

Programmed Maintenance Services: bought for $778 million by Japanese firm Persol in 2017 with all the directors losing their jobs but CEO Chris Sutherland remained in charge. See announcement.

Promina: Suncorp paid an excessive $8 billion in 2007 and three Promina directors made the trip up north: Leo Tutt, Ewoud Kulk and Geoffrey Ricketts. CEO Mike Wilkins lost his job and ended doing well as CEO of rival Insurance Australia Group.

Rinker: when Mexican company Cemex paid more than $15 billion in cash for the company in 2007, the entire board lost their jobs but made plenty through the takeover.

Rural Press: Taken over by Fairfax in 2007 in an all-share offer, which led two directors, John B Fairfax and his son Nicholas Fairfax, to join the Fairfax Media board. Rural Press CEO Brian McCarthy came across as deputy CEO, before later assuming the top job.

SFE Corp: were entitled to just two seats on the ASX board after the merger but investors then insisted that SFE CEO Robert Elstone run the combined business so Tony D'Aloisio was punted from ASX with a $7 million payout. SFE chair Rick Holliday-Smith and fellow director Peter Warne got the nod whilst the remaining directors lost their jobs. Who were they?

Skilled Group: a reverse takeover merger involving Perth-based Programmed Maintenance Services in 2015 which saw all the Skilled directors lose their jobs, along with CEO Angus McKay because it was Chris Sutherland who ran the combined company. See announcement.

Smorgon Steel: merged with Onesteel in 2007 and only two directors, Graham Smorgon and Laurie Cox, joined the expanded Onesteel board.

Southcorp: Foster's bought the business in 2005 after originally snapped up 20% from billionaire Bob Oatley and when it moved to 100% all the directors departed including chairman Brian Finn, CEO John Ballard and regular directors Margaret Jackson, Ern Pope, Stephen Gerlach, John Murphy and Helen Lynch.

Southern Cross Broadcasting: the entire board decamped after the over-priced Fairfax Media takeover in 2007.

Symbion Health: taken over by Primary Healthcare in 2008 after a bitter battle and all directors lost their jobs.

St George Bank: an agreed merger with Westpac in 2008 which saw chairman Paul Curtis join Westpac as deputy chair and Graeme Reaney take the second spot offered. This left Richard England, Paul Isherwood, Peter Hawkins, Linda Nicholls, Terry Davis and Rick Holliday-Smith out of job.

Star City Casino: When Tabcorp bought the business in 1999, only chairman Dick Warburton migrated across to the Tabcorp board.

Sydney Roads: bought by Transurban for $1.3 billion in 2006 in an agreed takeover bid just months after it was spun out of Macquarie Infrastructure Group. CEO Ed Sandrejco and the 4 NEDs (Arlene Tansey, Julian Beaumont, Robert Morris and Michael Easson) all lost their jobs.

TAB Ltd: Tabcorp bought the business in 2004 after securing board endorsement and the directors all lost their jobs including chairman Graham Kelly, Geoffrey Wild, Barrie Unsworth, Allan McDonald, Belinda Hutchinson, Briane Keane and CEO Warren Wilson.
Tatts Group: Tabcorp bought the business for cash and shares in 2017 but chairman Harry Boon was the only survivor when invited onto the Tabcorp board.

Text Media: Fairfax bought the business in 2003 but retained none of the directors and showed little interest in the talented CEO Nick Chan, who went on to run Pacific Publications.

TNT: the foreign takeover by Dutch giant KPN in the late 1990s saw all the directors and CEO David Mortimer depart.

Westfield: a cash and share offer from Unibail Rodamco in 2018 saw it disappear from the ASX with none of the Westfield directors landing a big on the Unibail board.

WMC Resources: taken over by BHP-Billiton in 2004 and all directors, including CEO Andrew Michelmore, lost their jobs.

Zinifex: whilst the combination with Oxiana Resources to create Oz Minerals was billed as a "merger of equals" it was nominally Oxiana which did the buying. All the directors kept their job but Zinifex's Andrew Michelmore beat Owen Hegarty for the CEO's post and the quid pro quo was that Oxiana's Barry Cusask became chair of the enlarged company which almost collapsed a few months later. However, Hegarty became a director of OZ Minerals and chaired the "merger integration committee" whilst Zinifex chair Peter Mansell chaired the remuneration committee. Both boards started with 5 male directors so the new company started with 10 men given everyone got a gig.