PLEASE SEND PROOF OF LIFE!
Someone calling himself “Daniel S. Loeb” sent a letter to the chairman and CEO of Baxter International today. Baxter International is apparently some kind of healthcare products company that Third Point owns a tenth of, so that part checks out. So does the part about being pleased to see a new CEO coming down the pike, and the demand for board seats, and the child-like scrawl for a signature.
But we who know Dan Loeb, who love him, who haveintensivelystudiedhisprose, are not fooled. You are not the real Dan Loeb. You are an impostor. The real Dan Loeb does not waste his time on letters to “applaud” entrenched corporate executives. He does not express gratitude. He does not reward “willingness to consider new directors” or openness to his input on a new CEO or confidence in “working together”—he demands them. And he most certainly does not adopt mild, conciliatory terms when faced with shareholder-unfriendly and archaic corporate governance. I mean, who would ever mistake this for the real Dan Loeb?
However, we are most impressed by your willingness to consider new Directors for the Board to compliment the new CEO. Given Third Point’s significant economic exposure – worth over $2 billion – we discussed nominating our representatives for two Board seats. We have an excellent track record of participating on corporate boards and on CEO search committees in particular, as demonstrated by our role in hiring several stellar, high-performing CEOs. We are well-positioned to help select a new CEO, drive strategy, and provide a thoughtful perspective on capital allocation.
We will also bring our significant experience in implementing best practices of corporate governance to this Board. The Company’s staggered Board – exacerbated by an odd voting structure that values shareholders individually rather than according to economic interest – is shareholder unfriendly and archaic. We believe most shareholders agree with our views and as it turns out, so do you. We are confident that by working together, we will ensure shareholders can elect all directors at the 2016 annual meeting, including our representatives.
In short, to those who are holding Dan Loeb and acting in his name (possibly the leadership of Baxter International, which admits it had Dan Loeb in its corporate headquarters recently): You won’t get away with this.