Activist investor Driver Management Co. LLC called on First United Corp. to establish a committee of independent directors that will solicit acquisition proposals or address inquiries related to an acquisition.
The investor in early September renewed its call for the Oakland, Md.-based bank to sell, arguing that its shares have consistently traded at a steep discount relative to its peers. Rangeley Capital LLC, another First United shareholder, also called for a sale of the company and has criticized its efforts to thwart Driver, who it claims is "requesting the Board consider a path to unlock a significant undervaluation of the shares."
In a letter to Lead Director John McCullough, Driver Managing Member Abbott Cooper said he believes potential buyers are reaching out to First United Chairman, President and CEO Carissa Rodeheaver but that she is avoiding discussions related to acquisition proposals.
"I am troubled by the thought that, by avoiding or failing to respond to communications likely to lead to an acquisition proposal, Ms. Rodeheaver is, in addition to depriving shareholders the opportunity to benefit from a sale, effectively preventing you and your fellow directors from exercising your fiduciary duties," Cooper wrote in the letter.
He also wrote that having a committee of independent directors to deal with acquisition proposals would be the preferred option instead of having Rodeheaver continue to give "the cold shoulder" to the offers.
Driver also recently said it would nominate three director candidates at the next annual meeting if the board "continues prioritizing self-preservation over shareholder value."
