An activist shareholder of Guestlogix (TSX:GXI) is proposing that a famed Canadian turnaround specialist take the helm of the struggling company.
Goodwood Inc., which owns about 4% of the outstanding shares of Guestlogix, wants to replace three of its existing seven directors with a trio they propose, including former Descartes CEO Art Mesher, whom they would like to see assume the role of Chairman of the Board.
“Goodwood believes that the proposed board changes will far better position GuestLogix to sustainably build its business and create long-term value for all shareholders, and substantially improve GuestLogix’s governance, transparency, credibility and board oversight,” the investment firm said in a press release on February 6th. “Goodwood has advised GuestLogix’s board that it believes its views regarding the compelling need for an immediate strengthening of the GuestLogix board are broadly shared among GuestLogix’s shareholders, and that the proposed changes will have the widespread support of GuestLogix’s shareholders. Despite acknowledging that board improvements are required, GuestLogix’s current board has to date failed to implement the changes that have been proposed.”
After hitting a high of $1.50 last February, shares of Guestlogix have been under pressure. The stock hit a low of $0.58 on January 23rd, before rebounding to $0.87 on Friday.
Founded in 2002, Guestlogix supplies retail technology and merchandising solutions to more than 65 travel operators.
Last Friday, The Financial Post’s Barry Critchley reached Guestlogix’s largest shareholder, Chicago-based Kabouter Management, LLC, who said: “we commend Goodwood for having acted as a catalyst in this regard”. The investor said it was pleased that Guestlogix had expressed interest in “significantly increasing the percentage of independent directors”. Kabouter owns nearly 9% of Guestlogix.
Current Guestlogix CEO Brett Proud said he was unhappy with Goodwood’s actions.
“It is with great disappointment that GuestLogix finds itself having to publicly respond to Goodwood’s recent course of action. We have engaged in thorough, forthcoming and positive discussions with Goodwood from the time it initially became a shareholder of the Company, and it has consistently expressed both support and enthusiasm in GuestLogix’ strategic vision and the execution of that vision,” he said. “As we have confirmed with other major shareholders, there are enhancements to the Board that we will continue to work towards, and we are pleased with their continued public support of our progress. We are equally pleased that they concur with GuestLogix that there is an appropriate process to achieve our goals to bring about increased value to shareholders and that a disruptive contest to our set objectives would be counterproductive at this time.”
Mesher is probably best known for his turnaround of Descartes Systems Group. He joined the Waterloo-based logistics player in 1998 and took the helm of that company in May of 2004, when the company’s shares hit a low of (U.S.) $0.75. On November 22nd, 2013, days before Mesher retired from the CEO role, Descartes was trading at (U.S.) $14.63.
“Art executed one of the most dramatic turnarounds in Canadian corporate history,” said former analyst Tom Liston, who is now a Managing Partner at Difference Capital. “Descartes head $30-million in debt and 30-million in cash and Art was able to restructure the company and build a first class culture of service. We spoke to dozens of customers over the years and the common element was Descartes employees all shared this culture of service and ensured their clients were successful. He led to the company from a nearly untenable position to over $920 million in market cap today.”
More recently, Mesher has joined the boards of several Canadian techs, many of which have seen share price appreciation under his watch, including QHR, Versapay, and Absolute Software. Mesher was also an advisor to travel technology giant Sabre, whose network services more than four-hundred airlines.
Disclosure: Art Mesher is a contributing author at Cantech Letter.