The district court in The Hague will not order Fugro to include a vote on one of its poison pill defences on the annual shareholder meeting agenda. This is a matter of strategy reserved for the board, according to the court. The request for a court order was filed by Boskalis, which had at that point built up a 20% stake in Fugro. Boskalis wanted Fugro to let its shareholders vote at the AGM of April 30 on a recommendation to the board to do everything possible to end the anti-takeover measure.
This recommendation to the board was regarded by the court as a wish by Boskalis to dismantle the poison pill. Accordingly, it was a strategic matter for the board to decide on. Fugro’s proposal to discuss the anti-takeover measure at its annual meeting was in line with the rationale behind the right of shareholders to put items on the agenda, namely to enhance the dialogue between shareholders and the board. Following the court’s ruling, Boskalis has withdrawn the proposed agenda item.
For the full text of the ruling, please click here (Dutch only).