Badger Daylighting director resigns over rejected secret takeover offer

Calgary-based Badger Daylighting Ltd. says a director who served on its board for 25 years has resigned over its decision not to bring a secret takeover offer made last summer to its investors.

The industrial excavating firm says David Calnan, a Calgary lawyer who has been on the board since 1993, gave notice of his resignation in a letter that said he disagreed with the way the board dealt with a confidential unsolicited cash-and-shares buyout proposal made in mid-July.

It says Calnan felt the offered price was high enough and its terms sufficiently attractive that the board should have negotiated a formal offer and presented it to shareholders, or started a process to try to win enhanced terms.

In a news release, Badger says it did hire financial and legal advisers to assist in its review of the proposal over a three-month period, during which it also reviewed its strategic plan, operations and financial condition and considered alternatives.

It says it terminated discussions with the prospective buyer — which it did not identify — because its consideration was not “sufficiently compelling.”

Badger, which describes itself as North America’s largest provider of non-destructive or hydrovac excavating services, says it will not replace Calnan because it appointed Bill Derwin, former CEO of U.K.-based International Car Wash Group, to its board last week.

Badger was targeted by American short seller Marc Cohodes in a campaign that resulted earlier this year in the Alberta Securities Commission seeking an order against the investor. The order was denied after an ASC hearing in August.

 

Companies mentioned in this article: (TSX:BAD)

 

The Canadian Press