The Deal
Friday, July 25, 
11:55 am

[Posted on May 6, 2008 - 5:28 PM]

 

micrel1.jpgAnalog chipmaker Micrel Inc.'s [MCRL] fight to stave off Obrem Capital Management LLC's board slate got a shot in the arm Tuesday after shareholder advisory service Glass, Lewis & Co. LLC came out against the hedge fund's nominees.

Reading Obrem's and Micrel's responses, one might think they were reacting to different recommendations altogether.

As cited by a Micrel press release, Glass Lewis said:

In the absence of some credible suggestion (which is absent here) that the Board is self-interested, ill informed, refusing to act, entrenched, or poor at its company oversight functions, we believe it is generally not a good idea for shareholders to substitute their judgment regarding the timing of strategic transactions for that of the board. Based on the above findings and the lack of an alternative strategy for operating the Company, we do not believe the Dissident's arguments warrant the removal of all of the Company's incumbent directors at this time.

Micrel conceded that Glass Lewis recommended the removal of the company's poison pill, a move pushed by Obrem. The advisory firm also said Micrel should remove David Conrath, who chairs the company's nominating and corporate governance committee. Micrel said it disagreed with both of these recommendations.

Obrem, Micrel's biggest shareholder, put its own spin on the Glass Lewis report, lauding the call for rescinding the shareholder rights plan and removing Conrath, and describing the shareholder advisory service's report in a press release as "recognizing the need for change at Micrel." But it said it disagreed with Glass Lewis' rejection of the four-person Obrem slate. 

Obrem said it would soon offer details of how it would turn Micrel around should a sale prove not to be the best way to increase shareholder value. - Olaf de Senerpont Domis

See May 6 press release on Glass Lewis recommendation from Obrem Capital
See April 28 post on Obrem's slate from Tech Confidential


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