Wayzata’s bid to buy out Credit Suisse and go from 49.8 percent to 58.2 percent ownership could’ve been blocked by two-thirds of the other shareholders. However, according to a shareholder letter, 236,303 shares (about 37 percent) were voted against the sale; 424,677 were required.
Majority control gives Wayzata unilateral rights to appoint the board of directors (which must approve a sale or merger) and change company bylaws. Should Wayzata gain greater than 66.67 percent of the shares, the firm could dissolve shareholder agreements and minority shareholders would lose “tag-along” rights to get their stock purchased in a sale, whenever that comes. That may explain the sizeable (though not sizable enough) objections to the Credit Suisse purchase.
Current Strib board chair Mike Sweeney told me earlier this week Wayzata planned no board or management changes should they top 50 percent. Wayzata has been steadily accumulating shares since the Star Tribune emerged from bankruptcy in 2009.