Valeo signs an agreement with Pardus for Board representation

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The Board of Directors has decided to propose the appointment of Mr. Behdad Alizadeh to stand for election as a director of Valeo at the shareholders meeting to be held on June 20, 2008, pursuant to the terms of the agreement between the Pardus investment fund and Valeo.

The principal terms of the agreement, which is annexed hereto, are summarized below.

Valeo nominates Mr. Behdad Alizadeh, a Pardus partner, to stand for election as a member of the Board of Directors.

Pardus has undertaken to address Valeo’s concerns regarding potential conflicts of interests stemming from Pardus’s shareholding in Visteon.

In particular, Pardus has agreed not to seek representation in any management bodies of or management positions in any company with activities similar to or in competition with Valeo, and in particular in Visteon and Delphi.

In addition, Pardus has agreed that its representative on the Board of Directors will not vote or participate in any deliberations of the company’s Board of Directors during which relations between Valeo and Visteon are discussed.

Moreover, Pardus will not acquire more than 10% of the capital or voting rights of any Valeo competitor (without prejudice to its shareholding in Visteon).

Pardus has agreed that it will not increase its shareholding in the company beyond 20% of the capital and voting rights.

Pardus may, however, acquire double voting rights (in accordance with statutory conditions), but has agreed to not exercise voting rights representing more than 20% during shareholders’ meetings.

If Pardus sells its shares, under certain conditions, Valeo will have a right of first offer and a pre-emption right.

The provisions in the agreement will remain in force until the end of the annual shareholders meeting of Valeo called to approve the accounts for the year ended December 31, 2011.

Nonetheless, Pardus may terminate the agreement at any time, subject to a four-month notice period.

In such case, Pardus’ representative on the Board of Directors will resign from the Board of Directors.

In the event of a tender offer by a third party for the shares of Valeo that is approved by the Autorité des marchés financiers, if the Pardus representative resigns from the Board of Directors, Pardus may immediately terminate the agreement.

The Board of Directors approved the execution of this agreement at its meeting held on May 21, 2008. The Board is pleased to nominate Mr. Behdad Alizadeh, a Pardus partner, to stand for election as a Director of Valeo at its next shareholders meeting, in order to contribute to Valeo’s long-term development.

Valeo is an independent industrial group dedicated to the design, production and sale of components, integrated systems and modules for cars and trucks. It is one of the world’s leading automotive suppliers. The Group has 125 production sites, 62 R&D centers, 9 distribution platforms, and employs 61,300 people in 28 countries

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