Acquisitor takes control of Baltimore

Coup d'etat

By ElectricNews.net, 6th July 2004

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Bermuda-based Acquisitor Holdings has finally ousted the board of former e-security company Baltimore Technologies after months of acrimonious debate.

Following a combined extraordinary general meeting (EGM) and annual general meeting (AGM) on Monday, six Baltimore directors were replaced by Acquisitor senior management.

The Bermuda-based company, which holds about 26 per cent of the firm, has been locked in acrimonious debate with the former e-security company for months. Acquisitor has argued that the board destroyed shareholder value in the cash shell.

Baltimore has said Acquisitor is simply looking to takeover the firm without going through the typical acquisition process, or paying a premium to investors. And now that Acquisitor has control, it remains tight-lipped about its plans.

"I am delighted that the position at Baltimore has now been clarified and that we can concentrate on enhancing shareholder value," said Duncan Soukup, deputy chairman of Acquisitor Holdings. "Our first task is to review and fully understand Baltimore's true financial position, which may take some months. We will, however, provide shareholders with an update as soon as possible."

The fighting between the two companies began 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 persisted.

Baltimore was a provider of e-security software, specialising in Public Key Infrastructure (PKI), and was the darling of the London Stock Exchange (LSE) during the dotcom boom. The company, however, fell from grace during the dotcom crash and in 2003 the company began a painful sell-off process, leaving it with no operating businesses, around £22m in cash, and an LSE listing.

In May 2004, the board announced a plan to become a clean energy company, but ditched the idea the following month, blaming Acquisitor for its woes. In a statement at the time, the Irish company said that it would no longer seek to acquire a clean energy player and would instead return much of its cash pile to shareholders. The directors associated with the energy strategy also resigned.

Any spare cash could however be partly swallowed up should UK-based Earthport, win a recently announced legal case against the company. Earthport alleges that Baltimore broke a March 2001 agreement to supply Internet security software and services to the electronic payments company and is claiming £4.5m in damages.