Η εν λόγω επιτροπή επιδιώκει να ξεκινήσει, όπως
αναφέρει, «εποικοδομητικό διάλογο» με το
Διοικητικό Συμβούλιο με στόχο να ανακτήσει την
αξία της η εταιρεία, προς συμφέρων του συνόλου
των μετόχων, μέσω της αλλαγής της σύνθεσης του
Διοικητικού Συμβουλίου και της ενίσχυσης του
ελέγχου στην εταιρική διακυβέρνηση.
Για το σκοπό αυτό, η επιτροπή διατυπώνει την
πρόθεσή της να ορίσει μια ομάδα τεσσάρων
υποψηφίων ανεξάρτητων διευθυντών, με υψηλά
προσόντα, για την εκλογή τους στην ετήσια
συνεδρίαση των μετόχων της εταιρείας το 2018.
Στην επιστολή που απευθύνεται στον πρόεδρο του
Δ.Σ της εταιρείας, Γιάννη Παπανικολάου, οι
μέτοχοι επισημαίνουν ότι η μετοχή της Aegean
Marine Petroleum Network έχασε το 75% της αξίας
από το 2006, όταν άρχισε η διαπραγμάτευσή της
στη χρηματιστηριακή αγορά.
Στην ίδια επιστολή οι μέτοχοι κάνουν λόγο για
εταιρική διακυβέρνηση που πηγαίνει από το κακό
στο χειρότερο, επισημαίνοντας πως «η Εταιρεία
ανήκε στην πλειοψηφία και ελέγχεται από τον
ιδρυτικό της κ. Μελισσανίδη, ο οποίος, σύμφωνα
με την δήλωση εγγραφής της Εταιρείας στις 25
Οκτωβρίου 2007, "έχει υποβληθεί σε διάφορες
διαδικασίες, συμπεριλαμβανομένων των ποινικών
υποθέσεων", μερικές από τις οποίες αφορούσαν "για
την αποφυγή των τελωνειακών δασμών και των φόρων,
πράξεις "για τις οποίες κατηγορήθηκε, αλλά
αργότερα αθωώθηκε. Επιπλέον, η Εταιρεία
συμμετείχε σε διάφορες συναλλαγές συνδεδεμένων
μερών με οντότητες που ελέγχονταν από τον ιδρυτή».
Καταλήγοντας, η επιτροπή των μετόχων επισημαίνει
πως, εν όψει και της πολυπλοκότητας και των
δραματικών αλλαγών που θα επιφέρει ο κανονισμός
ΙΜΟ2020 στον ανεφοδιασμό του ναυτιλιακού
καυσίμου, «η δομή χρηματοδότησης και η
οικονομική διαχείριση της Aegean Marine απαιτούν
απεγνωσμένα αλλαγή». Για το σκοπό αυτό, όπως
σημειώνουν «έχουμε ήδη βρει και προτείνει την
προσθήκη υποψηφίων μελών υψηλών προσόντων για το
Διοικητικό Συμβούλιο, με εξειδίκευση στις
παγκόσμιες αγορές ανεφοδιασμού, τη στρατηγική
διαχείριση, τις δραστηριότητες διανομής καυσίμων,
τη χρηματοδότηση και τις κεφαλαιαγορές».
Η επιστολή στα αγγλικά έχει ως εξής:
December 20, 2017
Aegean Marine Petroleum Network Inc.
Akti Kondyli 10
185 45, Piraeus, Greece
Attention: Mr. Yiannis Papanicolaou, Chairman of
the Board
Dear Mr. Papanicolaou:
We are writing to inform you that a group of
concerned and long-term shareholders
representing more than 12% of the outstanding
shares of Aegean Marine Petroleum Network Inc.
("Aegean Marine" or the "Company") have formed
The Committee for Aegean Accountability (the
"Committee"). We have made every effort in
numerous private communications spanning the
past eight months to engage in a productive
dialogue with the board of directors (the
"Board") to remedy the chronic failures in
corporate governance, financial management and
operations that have impaired shareholder value
for far too long. It has unfortunately become
clear that the Board is more concerned with
entrenching itself and management rather than
working with us in good faith regarding the
changes required to improve the Company's
governance and performance. We were both
surprised and disappointed by your recent
statement that you are considering reducing the
Board to four members from its existing size of
seven, which would severely disenfranchise
shareholders and suppress their ability to seek
due representation on the Board. We are
therefore left with little choice but to
publicly express our concerns and intention to
nominate four highly qualified director
candidates for election at the Company's 2018
annual meeting of shareholders (the "2018 Annual
Meeting").
IMPAIRMENT OF SHAREHOLDER VALUE
We have been shareholders in Aegean Marine for
several years, over which time the share price
has dramatically underperformed any relevant
comparison. In addition, since becoming public
in 2006 shares have declined by 75%,
underperforming the Russel 2000 Index by more
than 200%. The valuation of the Company has also
reached an all-time low in relation to its net
assets, trading at less than 0.3x tangible book
value and well below a conservative estimate of
liquidation value. Aegean Marine has chronically
traded at steeply discounted multiples of cash
flow and net asset value since at least 2010,
driven by persistent concerns about corporate
governance and management competence due to
extensive related party transactions and value
destructive capital expenditure projects.
CORPORATE GOVERNANCE: FROM BAD TO WORSE
Since its origins as a public company, Aegean
Marine's corporate governance has been
troubling. The Company was majority owned and
controlled by its founder Mr. Melissanidis who,
according to the Company's October 25,
2007registration statement, "has been subject to
a number of proceedings, including criminal
cases," some of which involved "sham bunkering
transactions intended to avoid customs duties
and taxes" for which he was indicted but later
acquitted. In addition, the Company engaged in
various related party transactions with entities
controlled by the founder. In acknowledgement of
these potential conflicts, the Company sought to
mitigate them at the time of the IPO by limiting
the founder's influence per the "Framework
Agreement" (F-1/A ex. 10.30 filed 11/3/06). This
had the effect of precluding the founder from
either joining the seven member Board or naming
directors that would serve as Board Chairman or
Chairman of the Audit and Nominating Committees.
In addition, the Company's principal executive
offices responsible for all financial and
control functions were to be maintained in the
U.S.
Given this provenance of already weak corporate
governance, it is stunning that shareholders
today find themselves with even less aligned
representation on the Board. The present
shareholder base is comprised nearly entirely of
U.S. holders and the founder no longer retains
any ownership stake whatsoever (more on this
below), yet shareholders are represented by only
four seated directors, three of whom were
appointed by the founder at the time of the IPO
and shortly thereafter. Mr. Fokas is one of
these original board members, as well as the
Company's General Counsel, and continues to have
close ties to the founder, recently acting as
the deputy chairman of the Greek gambling
monopoly (OPAP) which is partly owned by Mr.
Melissanidis. Furthermore, you rightly pointed
out in your recent correspondence with us that
the majority of current Board members have been
with the Company since the IPO, and no new board
members have been added since 2009. Considering
the value destruction shareholders have endured
over the past decade, we hardly view this as a
positive.
Notwithstanding the complete turnover of Aegean
Marine's shareholder base, the related party
transactions persist as the Company still
conducts significant business with entities
controlled by the founder such as Aegean Oil. In
addition, not only are the Company's executive
functions, including financial and control, no
longer based in the U.S., they are actually
housed in the very same offices in Piraeus as
the founder's other entities. Incredibly, our
review of the Aegean Oil website and corporate
magazine revealed that even today Aegean Marine
is very much considered to be a subsidiary or
sister company despite zero common ownership.
But most concerning is the fact pattern related
to the transaction last year in which the
Company purchased the remaining stake owned by
Mr. Melissanidis for $100MM at $8.81 per share.
Aegean Marine's use of cash for this transaction
caused the company to violate its borrowing base
certificate only a few months later, and the
subsequent liquidity crunch was cured by a
dilutive convertible bond offering which drove
the share price down 16%. Within nine months of
the transaction the share price had declined by
48%, and today it sits 54% lower.
Finally, per the most recent proxy voting
guidelines on director accountability provided
by Institutional Shareholder Services ("ISS"),
Aegean Marine's governance structure includes
seven out of the eight listed "problematic
provisions" that inform voting recommendations.
The Company's governance structure and Board
composition are artifacts of its origins, when
its founder exerted control and influence due to
his majority economic stake. While even
maintaining that status quo would have been
entirely inappropriate given the Company's
present ownership, in fact shareholder
representation on the Board has degraded and
inherent conflicts of interest have grown.
CHANGE IS NEEDED NOW
We have already identified and proposed the
addition of highly qualified Board candidates
with expertise spanning global physical
bunkering markets, strategic management, fuel
distribution operations, financing and capital
markets. Not only will these candidates restore
accountability at the Company, their skillsets
are particularly well-suited to the challenges
and opportunities the Company faces. This
includes improving the financing structure and
reducing costs of capital, rationalizing the
fixed asset base, instilling capital discipline,
and effectively positioning for the significant
industry changes prompted by IMO 2020
regulations expected to take effect only two
years from now.
The financing structure and financial management
of Aegean Marine desperately require change. The
Company's inefficiency in accessing its cheapest
sources of funds, the borrowing base facilities,
has led to a reliance on sources of capital that
are much higher cost and are now effectively
inaccessible. Harmonizing commercial and
financing decisions will enable qualifying
borrowing base collateral at closer to stated
advance rates of 80-95 cents on the dollar
compared to the 50-55 currently achieved. This
could generate potentially hundreds of millions
of dollars of low cost liquidity that can be
used to retire high cost convertible bonds and
shares, or to expand volumes and successfully
manage the higher fuel prices expected with IMO
2020.
The Company's capital expenditure projects have
destroyed an immense amount of shareholder
value. For example, had Aegean Marine simply not
constructed the Fujairah terminal, we believe
the share price would be well more than double
its present level based on the current
enterprise value and cash flow valuation
multiples. Not only does capital discipline need
to be instilled to avoid such calamities, but
the current sprawling fixed asset base should be
opportunistically rationalized. Creating an
internal entity to manage the Company's
logistics assets and charge market rates within
the organization will inform "own vs. lease"
decisions. Members of management have even
described ports in which the cost of operating
the Company's owned vessels is millions of
dollars higher than that of chartering third
party barges. In the context of the Company's
$570MM of fixed assets and exceedingly high cost
of capital, the opportunity for accretive asset
sales is significant.
Finally, we expect IMO 2020 will dramatically
increase the complexity of the marine fuel
logistics industry and provide opportunities to
leverage Aegean Marine's extensive network into
improved financial returns. Accordingly,
repositioning the asset base ahead of this
change is of critical importance. As you know,
one of our recommended director candidates is
arguably more qualified than anyone in the world
to guide these efforts.
The Committee's Schedule 13D filing and notice
to nominate four director candidates for
election to the Board at the 2018 Annual Meeting
will be forthcoming, in accordance with
applicable securities laws and the Company's
Bylaws. As always, we remain willing to discuss
these issues with you at any time. Rest assured,
however, we will take whatever actions we may
deem necessary to ensure that the best interests
of all shareholders remain paramount.
Sincerely,
The Committee for Aegean Accountability
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