SCHLIEREN, SWITZERLAND — Gary McGann, chairman of Aryzta AG, unveiled in a July 20 letter to shareholders that he plans to step down from his post at the conclusion of the company’s extraordinary general meeting set for Sept. 16 unless, prior to the date of the meeting, Aryzta has announced a transaction for shareholder consideration that the board considers to be in the best interests of the company and all of its stakeholders.

“I do not believe that any form of contested process is in the interests of Aryzta,” Mr. McGann said.

Mr. McGann’s letter comes two months after an investor group led by shareholders Cobas Seleccion, Cobas International and Veraison Sicav requested that an extraordinary general meeting be called to strengthen Aryzta AG’s leadership with new members “with recognized experience in the bakery industry.”

At that time, the investor group called for the removal of Mr. McGann as chairman and the installation of Urs Ernst Jordi as his replacement. Mr. Jordi is former head of Aryzta Europe and former chief executive officer of Hiestand Holding AG.

The investor group also called for the removal of Annette Flynn, Dan Flinter, Rolf Watter and Kevin Toland as members of the board. While Aryzta’s board has determined the removal of the directors should be rejected, Mr. Flinter and Mr. Watter both have declared their resignations from the board effective at the conclusion of the extraordinary general meeting.  

Meanwhile, Mr. McGann said Ms. Flynn, as chair of the company’s audit committee, plays a vital role and should not be removed from the board.

“Annette brings experience, continuity and diversity of thought and is an important member of the board,” he noted in the letter.

Likewise, Mr. McGann said Mr. Toland’s presence on the board is “fundamentally important.”

“Having the CEO as a member of the board allows for appropriate management representation on the board together with a direct and immediate information exchange between the board and management,” Mr. McGann said. “Further, Kevin’s position as a member of the board is important to our customers and our people. The leadership of Kevin Toland is vital to the future of the company, and any diminution in his role and authority is considered by the board to be contrary to the best interests of the company and all of its stakeholders.”

Also in the letter to shareholders, Mr. McGann said that over the past two months a number of third parties have expressed an unsolicited interest in acquiring Aryzta’s entire issued share capital. The Sept. 16 extraordinary general meeting primarily is intended to provide the opportunity to allow the strategic review process, and the assessment of any possible offer that may be forthcoming from third parties in connection with that process, to be sufficiently advanced to enable the board to frame an appropriate recommendation, Mr. McGann said.

“The proposed timing also reflects a desire to avoid further instability consequent upon the economic impact of COVID-19,” he added.