What happens to directors in takeovers?


January 23, 2011

This list tracks the so-called "social issues" at board level when public companies merge or are taken over.

ABB Grain: bought by Canadian firm Viterra in 2008. On 28 July 2009, managing director Michael Iwaniw announced his resignation, but four directors from ABB were given positions on the new board, including chairman Perry Gunner, deputy chairman Max Venning along with Kevin Osborn and Paul Daniel. Messrs Venning and Daniel are grain growers, satisfying the condition that two of the Viterra board be growers. These 4 ABB directors joined the 9 Viterra directors to make a 13-strong board. Meanwhile, the other five ABB directors lost their jobs. These included CEO Michael Iwaniw, along with Tim Ryan, Trevor Day, Ross Johns and Andrew Barr.

Adelaide Bank: agreed a merger with Bendigo Bank in late 2007. Adelaide were given five board seats to chair Adele Lloyd, deputy chair Roger Cook, CEO Jamie McPhee, who started as an executive director, Kevin Osborn and Kevin Abrahamson. Kevin Osborne was appointed deputy chair of the combined group and Adelaide deputy chairman Roger Cook departed one month after the merger to pursue other interests. Adele Lloyd missed out on a leadership position and resigned 7 months after the merger in mid 2008. Bendigo's Don Erskine and Neal Axelby agreed to retire as part of the merger leaving seven residual Bendigo directors. Three years later and only Kevin Abrahamson remains from the Adelaide board. Jamie McPhee resigned to run Members Equity in 2009 after being overlooked for Bendigo's Mike Hirst on the question of who would succeed Rob Hunt. The Adelaide Bank directors who lost their jobs as part of the merger were Dr Patricia Crook and Steve Crane who had served for seven and two years respectively.

Advance Bank: St George Bank launched an aggressive bid in 1996 and with a big cheque wasn't too generous on the "social issues" as Advance chairman James Service departed and only CEO John Thame slotted onto the St George board as a non-executive director for almost a decade. Other Advance directors such as Ted Harris departed immediately.

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. Those to depart included chairman Allan McDonald, Sally Pitkin, John Schmoll and Peter Polson.

Alinta: carved up by Singapore Power and the Babcock group in 2007 with all directors losing their jobs. The first to were chairman John Poynton and CEO Bob Browning for coming up with a management buyout and the NEDs who departed with the eventual takeover included new chairman John Akehurst, Mike Wilkins, Fiona Harris and Tina McMeckan.

Ampol Exploration: bought by Exxon in 1996 in a $1.8 billion deal which was chairman Campbell Anderson, CEO Peter Power and the other directors all depart.

Ashton Mining: mopped up by Rio Tinto in 2000 with new chairman Justin Gardinder dumped along with CEO Doug Bailey and other directors such as Paula Hannaford.

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 with AWM CEO Chris Kelaher running the combined business and IOOF chair Ian Blair chairing the combined board. The agreement provided for four IOOF directors and 3 AWM directors (including Kelaher) producing a seven person board. IOOF CEO Tony Robinson departed after the merger and AWM executive director Ian Griffiths became a non-executive director. Only AWM chairman John Warburton and NED Myles-Stewart-Hesketh bowed out as George Venardos came across. The 8 person IOOF board pre-merger shrunk down with Kate Spargo and Rick Harper departing as NEDs and Tony Hodges leaving the board but remaining an executive whilst Tony Robinson departed altogether.

AWB: Canadian firm Agrium bought the company with a bid worth $1.50 a share in 2010 and the small board all departed, led by chairman Peter Polson, Fred Grimwade, Tony Howarth, John Schmoll and CEO Gordon Davis.

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

Coates Hire: taken over by a combination of private equity and National Hire in 2008 and directors lost their jobs. The chairman was Bill Cutbush and the other NEDs were Vince Gauci, Trevor Bourne, David Karpin and Dan O'Brien.

Colonial: taken over by Commonwealth Bank in 2000 with two directors coming across, namely Colin Galbraith and Warwick Kent. CEO Peter Smedley was offered a spot but declined in this statement to pursue another CEO role. Kent retired in 2007 at the age of 71 whilst Galbraith has already served another 10 years and is now 62. The other directors lost their jobs.

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 Belinda Hutchinson, Tony Hodgson, Sandra McPhee, Martin Myer, Michael Wemms, Bill Gurry, Keith Barton and Patty Akopiantz.

Colorado: taken over by private equity.

Comalco: Rio Tinto mopped up the minorities in 2000, ending the roll of the only two independent directors, SEK Hulme and David Hoare. Chairman John Morschell was also a Rio Tinto director at the time.

Corporate Express: mopped up by parent company Staples in 2010 with all directors losing their jobs. The independent chair was Ian Pollard and the three other independents were John Randall, Tony Larkin and Christina Gillies.

Crown: PBL bought the business in 1999 and all Crown directors departed including CEO Lloyd Williams who got a $7 million payout. The NEDs who left were John Utz, Tony Hartnell, Don Bourke and Neville Miles.

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. CRA chair of 8 years, John Uhrig, became deputy chairman of Rio Tinto until retiring in 2001 having scored about $2 million more than if CRA had remained independent. The other independent CRA directors at the time were Richard Searby, Bill Dix and Sir Gus Nossal. Sir Gus departed in 1997 and Bill Dix left in 1996 whilst Richard Searby only survived until 1997.

DCA Group: taken over by private equity firm CVC for $2.7 billion in late 2006. The management team, including CEO David Vaux, were all retained with a new equity incentive scheme whilst the directors departed. These included chairman Richard Purves, who sold his shares for about $40 million, and then all the NEDs: Ian Pollard, Peter Montgomery, Rick Holliday-Smith, Dr Paul Davis and Helen Kurincic.

Dyno Nobel: bought by Incitec in 2008 and all the directors departed including chairman Geoff Tomlinson, CEO Peter Richards and all the NEDs: Ralph Harnett, Rod Keller, Jock Muir, David Walsh and David Willis.

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

Excel Coal: was bought by US firm Peabody Energy in 2006 and most of the directors were happy to go given their large shareholdings. The likes of chairman Roger Massey-Green, Richard Chadwick, Anthony Haggarty, Andrew Plummer and Alan Davies all pocketed more than $50 million each. Others to depart included Terry Williamson and John Conde.

Felix Resources:

FH Faulding: the board agreed to an improved $15 a share or $2.5 billion offer from Mayne in July 2001 but this did not include board seats so the likes of chairman Alan McGrego, CEO Dr Ed Tweddell, Rick Allert, Keith Barton, David Mortimer, Prof Mary O'Kane and Peter Willcox all departed, although Willcox later because chairman of Mayne.

Gibson Chemicals: taken over in the late 1990s.

Hardman Resources: UK firm Tullow Oil paid more than $1 billion for the business in 2006 with departing directors including chairman Robert Carroll, John Conlin, Peter Mansell, Peter Raven and CEO Simon Potter.

Healthscope: mopped up by private equity firms TPG and Carlyle in 2010 for $2.6 billion with management retained but the directors disposed. Those let go included chair Linda Nicholls, Paula Dwyer, Ziggy Switkowksi, Richard England, Eric Dodd and Philip Bullock.

Hills Motorway: bought by Transurban in 2005-06 with chairman Jock Murray and directors Bill Jocelyn and Michael Polin departing along with directors of the responsible entity including former CBA CFO Andy Hogendijk.

Investa Property Group: bought by Morgan Stanley in 2007.

Investorweb: bought by Commonwealth Bank in late 2007 and the departing directors included chairman Robert Bishop, CEO Otto Buttula and the three other NEDs, Robert Turner, Susan Thomas and Tim Norton.

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.

Jubilee Mines: Xstrata bought the company for more than $3 billion in late 2007 and teh departing directors included executive chairman and controlling shareholder Kerry Harmanis along with three NEDs, Alan Senior, Phil Lockyer and Gary Pearce.

Just Group: Solly Lew ditched the entire board, including three female directors, when Premier Investments took over the retailer in 2008. The fired directors included Susan Oliver, Bronwyn Constance and Laura Anderson, chairman Ian Pollard and Ian Dahl. Another female director, Alison Watkins, had departed a few months before the takeover. CEO Jason Murray kept his job.

Lihir Gold: merged with Newcrest in 2010 but none of the directors were given a gig. Those that missed out included Lihir chairman Ross Garnaut along with Bruce Brook, Peter Cassidy, Alister Maitland, Mike Etheridge, Geoff Loudon and Lady Winifred Kamit.

Lion Nathan: Japanese giant first got control in late 1990s and then moved to 100% in 2009. The independents who departed included Barbara Ward, chairman Geoff Ricketts, Glenn Barnes and McDonalds Australia CEO Peter Bush.

Macquarie Capital Alliance: an externally managed Macquarie vehicle which underperformed and was then sold off to a group of hedge funds in 2009 with independent directors Ken Moss, Anthony Nagel and Robin Crawford all departing whilst the Macquarie-associated directors such as chair Rowan Ross just returned to the Millionaires Factory.

Macquarie Communications Infrastucture Group: bought by the Canadian pension fund in 2008 spelling the end of chairman Gerry Moriarty and the other independent directors Mel Ward, Rodney Keller and Malcolm Long.

Mayne Pharma: the old FH Faulding business was taken over by US company Hospira in 2007. Chairman Peter Willcox departed, as did fellow directors Nora Scheinkestel, Rowan Russell, John Sime and Paul Binfield.

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. The ousted directors included chairman Leo Tutt, Ken McDonald, Cec Stubbs, John Crabb, Mike Eager and John Astbury.

Mitchell Communications: sold to London-based Aegis Communications in an all-scrip deal in 2010 which saw Harold Mitchell join the board and emerge as the second largest shareholder whilst the other directors departed. These included Gary Hounsell, Naseema Sparks, Rob Stewart, Stephen Cameron and Rod Lamplugh.

Multiplex: Canadian firm Brookfield Asset Management paid a hefty $7 billion. The departing non-executive directors included chairman Allan McDonald, Alan Cameron, Peter Dransfield, Barbara Ward, John Poynton and James Tuckey.

National Consolidated:

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

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. Those to depart included chairman Peter Scanlon, Geoff Carmody and John Cloney, along with the two executive directors, Chris Corrigan and Maurice James.

Prime Infrastructure: Canadian firm Brookfield Asset Management took the Babcock & Brown Infrastructure over in 2010 and the independent directors all departed, including chairman David Hammill, Leigh Hall, Jim Sloman and Barry Upson. CEO Jeff Kendrew got a new contract.

Promina: Suncorp paid an excessive $8 billion in 2007 and the original announcement said four Promina director would join the Suncorp board. This included Promina chairman Leo Tutt, Paula Dwyer, Eduard Kuk and Geoff Ricketts. The only two who missed out were Alan Diplock and Anna Hynes, although CEO Mike Wilkins didn't get to run the combined show. Leo Tutt retired in October 2009 whilst the other three continue to serve.

Queensland Gas: taken over by BG in late 2008 with the departing directors including chairman Bob Bryan, Francis Connolly, Tim Crommelin, Delae Elphinstone, Michael Moraza, Peter Cassidy, Stephen Mikkelsen and Michael Fraser. CEO Richard Cottee also eventually departed.

Repco: taken over by private equity firm CCMP in April 2007 putting chairman Greg Laurie and the two other non-executive directors, Michael Brown and Greg Hendy, out of a job. CEO Graeme Yeomans had 4.5 million performance rights and stayed on to try and earn them.

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. The directors who departed were chairman John Morschel, CEO David Clarke and the other largely US-based non-executive directors John Arthur, John Ingram, Michael Criser, Jack Thompson and Walter Revell.

Rural Press: merged with Fairfax in 2007 with chairman John B Fairfax and his son Nicholas Fairfax being the two directors who joined the Fairfax board. CEO Brian McCarthy came across and later succeeded David Kirk as Fairfax CEO after a board coup. John B Fairfax later quit the Fairfax board in 2010 and the other Rural Press directors who lost their jobs were Timothy Fairfax, Bruce Gowrie-Smith, Peter Roach, Stephen Higgs and Incitec Pivot chairman John Watson.

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. These included former ASIC chairman Alan Cameron, Ian Payne, Stephen Grenville, Ken Borda, Peter St George.

Smorgon Steel: merged with Onesteel in 2007 and only two directors, Graham Smorgon and Laurie Cox, joined the expanded Onesteel board. The departees included Smorgon representatives George Castan and Peter Edwards, along with Barry Cusack, Bob Savage and Tommie Bergman. Long-serving CEO Ray Horbsburgh also departed after the merger.

Solution 6: after merging with Sausage Software, this dot com boom outfit was swallowed by MYOB for $233m or 92c a share in 2004. Two directors were originally promised jobs but only Colin Henson took it up. The Solution 6 directors who departed were short-term chairman Denis Cleary, GPG representative Michael Jefferies, Michael Clarkin and CEO Neil Gamble who stayed for a three month hand-over. Peter Ritchie and John Burrows had both resigned as chair of Solution over the previous 18 months before the takeover so it was clearly somewhat troubled.

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. The departing directors were long-serving chairman John Dahlsen, CEO Tony Bell and the other NEDS, Geoff Allen, Neil Balnaves, Colin Smith, David Kingston, Marina Darling and Charles Clark. After an appropriate cooling off period, Tony Bell joined the Macquarie Media boards as a non-executive director.

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 the late 1990s, chairman Dick Warburton migrated across to the Tabcorp board.

Sydney Roads: had barely been spun out of Macquarie Infrastructure Group in 2006 when Transurban launched a bid which saw Bob Morris, Michael Easson, Arlene Tansey and Julian Beaumont lose their jobs in 2007.

Symbion Health: taken over by Primary Healthcare in 2008 after a bitter battle and all directors lost their jobs. Those ousted included chairman Paul McClintock, CEO Robert Cooke, Dr Ian Blackburne, Jim Hall and Dr Christine Bennett

TAB Ltd: Tabcorp bought the business in 2004 and none of the directors got a gig. Those to go included chairman Graham Kelly, Brian Keane, Allan McDonald, Barrie Unsworth, Belinda Hutchinson and Geoffrey Wild.

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. The directors to depart were Eric Beecher, Di Gribble,

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

Tower Australia: Japanese giant Dai-ichi bought the financial services company in a deal valued at $1.2 billion in early 2011. The independents, led by chairman Rob Thomas, will be out. Others to go include Elana Rubin, Peter Lewinsky, Ralph Plinder, Fiona Balfour and Donald Findlater.

Unitab: secured a 'merger of equals' with Tatts in late 2006 with each company having four directors. The original proposal of Unitab producing chairman George Chapman and Tatts providing CEO Duncan Fischer was overturned by Unitab shareholders. Unitab's Dick McIlwain became the CEO and Tatts director Harry Boon stepped up to be chairman. The three other Unitab board representatives were George Chapman, Kevin Seymour and Bob Bentley whilst the three other Tatts reps were Lyndsay Cattermole, Brian Jamieson and Julien Playoust. Those to depart included John O'Brien, Helen Nugent, Wayne Myers, Graeme Fry and John Bird from Unitab. The Tatts departees included chairman David Jones, CEO Duncan Fischer, Mike Vertigan and James King.

WMC Resources: taken over by BHP-Billiton in 2004 and all directors, including CEO Andrew Michelmore, lost their jobs. Ian Burgess had only recently handed over to Tommie Bergman when the takeover battle erupted and the other directors to lose their jobs were David Meiklejohn, Prof Adrienne Clarke, Peter Knight, Ian Webber and Roger Vines. Hugh Morgan, John Phillips and Donald Morley all departed after long years of service in 2002-03.

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 Cusack became chair of the enlarged company which almost collapsed a few months later. Three years later and the only surviving directors are Brian Jamieson and Dean Pritchard.