The NH board of directors, without the vote in favor of the three independent members who have announced their resignation, has agreed to appoint Dillip Rajakarier as the new president of the hotel group and to publish a statement accusing the resigners of acting in a manner " unfair" and "harmful" to the company. Without the three independent directors, the Thai Minor group controls the decision-making body through four representatives.
Dillip Rajakarier is currently the CEO of Minor, which, apart from 94% of NH's capital, has brands such as Marriott, Four Seasons or Radisson Blu.
Yesterday, the board of directors of NH held an urgent meeting of which it informed the CNMV this morning. It did so after the three independent directors of the company, including the president, Alfredo Fernández Agras, resigned after the decision of the main partner, Minor, to buy shares in the market without launching a takeover bid.
At yesterday's meeting, the differences on the board became evident and several decisions were adopted "with the abstention of the independent directors, in the event that any conflict of interest could be appreciated, and the favorable vote of the remaining directors."
One of them was to react to the resignations by alluding to the "loss of confidence" of the board in the ability of Fernández Agras to maintain his position and appointing Dillip Rajakarier, current proprietary director representing Minor, as the new president, as well as Ramón as vice president. Aragonés, the current CEO.
A headhunter company has also been hired to begin the selection process for new independent directors to replace those who have also resigned with effect from June, namely José María Cantero de Montes-Jovellar and Fernando Lacadena.
The council has also approved a document in which the resignations are accused of informing in a "biased and partial" manner about the events in the last five years in the company, in which Minor launched a takeover bid at 6.3 euros per share. action and was climbing in the shareholding up to 94% of the capital.
Minor indicates that in 2020 it valued an exclusion bid at 7.3 euros that did not materialize. Then the pandemic deteriorated the business, to the point that the partner had to inject 107 million euros into the group to keep it afloat. After requesting a valuation from EY, it submitted an exclusion bid to the CNMV, which the supervisor has rejected.
Given the impossibility of carrying out a process of delisting based on the fair value determined by independent experts, Minor nevertheless decided to make public its intention to make purchases on the market of NH Hotel Group shares for a period of 30 days. in order to provide minority shareholders with an additional liquidity mechanism," he says.
The purchases by Minor of NH shares in the market are being made at 4.5 euros, below the range set by EY, although at the current listing price, which has risen 24% since the Thai group announced its intentions on your website. The CNMV even suspended the listing in the absence of clarifications.
In the document published this morning, the NH council launches direct accusations against the independent members and even alludes to possible legal actions. "It is evident that the statements made by the independent directors in their resignation letter are clearly incomplete and biased," he says.
"Irrespective of the intention and personal interests of the independent directors, their behavior has been detrimental to NH and to the good image of the company in the market. Consequently, NH Hotel Group is obliged to reserve the right to exercise actions that proceed in relation to the actions carried out by the independent directors", it states.
The resigning members are three within a ten-member board of directors in which there are three executives, who are the CEO, Rufino Pérez Fernández and Laia Lahoz, in addition to four proprietary representatives representing Minor: William Ellwood, Stephen Andrew Chojnacki and Kosin Chantikul and the new president.
