Acquisitor blocks Baltimore cash return

Muscle flexing

Acquisitor Holdings has said it will block efforts by Baltimore Technologies' board to return cash to shareholders.

The investment company, which has become a thorn in the side of Baltimore's leadership, said that it would not approve a plan unveiled earlier in June to return cash to Baltimore shareholders. Since Acquisitor owns more than a quarter of the stock in Baltimore, its approval of such a plan at the upcoming AGM is required in order for it to proceed, Acquisitor said.

In its June announcement, Baltimore's board proposed the return of cash via a special dividend to shareholders. In doing so, the cash shell and failed e-security firm abandoned plans to become a clean energy player, with the directors associated with that strategy resigning.

"Acquisitor Holdings' reason for voting against resolution 5 is simple: if Baltimore plans to distribute through a special dividend as much as £10 million, Acquisitor Holdings is concerned that Baltimore will not be left with sufficient funds to meet its obligations and at the same time position itself for growth," said Acquisitor in a statement.

"Acquisitor Holdings fails to understand why the board of Baltimore, knowing that Acquisitor Holdings has the ability to block any special resolutions put to shareholders, did not first seek its support, thereby saving shareholders further cost," the firm added.

Nasty battle

In its statement on Friday (June 25), Acquisitor also said that it would vote against several other resolutions at the AGM, including the adoption of accounts for the year ended 31 December 2003, a resolution to allow Baltimore to buy back stock and a resolution to approve the Directors' Remuneration Report for the year ended 31 December.

The moves are the latest in a nasty battle between Acquisitor and Baltimore's board, which is led by Chairman Bijan Khezri. The fighting started in April, when Acquisitor demanded that Baltimore's board step down so that Acquisitor-appointed members could take over. A proposal to force the board members out at a 6 May EGM failed, though Acquisitor said it will try again at the July AGM and again at a later EGM, if the July attempt fails.

Indeed, Acquisitor has proved that it is determined to take control of Baltimore - constantly upping its stake in the Irish company - despite the fact that it has offered no specific plans for the company were it given control.

Baltimore, meanwhile, says that Acquisitor is simply looking to take over the firm without paying a premium to shareholders, and it has resisted Acquisitor's every move and urged shareholders to do the same. Now that Acquisitor has a 25 per cent stake, however, it will be harder to keep its demands at bay.

© ENN

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