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.
