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Primo Water announces agreement with Legion Partners

Market Cap: $2.3 billion |Primo Water Corporation provides pure-play water solutions for residential and commercial customers. 

 

Background


On March 6, 2023, Legion Partners (1.5%) issued a public letter to shareholders calling for the appointment of four of its nominees to the Board in order to reverse the Company’s chronic underperformance.

 

Valuation insight

Legion Partners stated that, "if our nominees are elected and their ideas are fully implemented, Primo may be able to triple its share price over the next five years, and produce EBITDA of over $630 million in fiscal 2027. We believe this level of profitability is possible by achieving a 22% adjusted EBITDA margin (compared to 19% in 2022), monetizing non-core assets, tactically shrinking working capital and implementing a prudent capital spending program such that the return on invested capital (“ROIC”) of Primo expands to 12% from its current level below 5%."

  • On March 20, 2023, Legion Partners filed proxy materials seeking support for its nominees.

  • On March 22, 2023, Legion Partners filed a lawsuit against the company in response to the rejection by the Board of Legion Partners’ valid nomination of four director candidates to the board. The suit asks the Court to validate Legion Partners’ nomination at the Company’s annual and special meeting of shareholders on May 3, 2023. Legion Partners is also seeking a declaration by the Court that the Board’s actions to alter its advance notice bylaws in November were oppressive and unfairly prejudicial to Legion Partners and represent a breach of the Board’s fiduciary and other duties. Source

  • On March 28, 2023, Legion Partners filed proxy materials seeking support for its nominees.

  • On April 5, 2023, Legion Partners issued an investor presentation titled “Primo Water Corporation” detailing its case for change at the company

  • On April 6, 2023, Legion Partners posted the proxy materials to www.PurifyThePrimoBoard.com

  • On April 13, 2023, Legion Partners released supplemental presentation on the company.

  • On April 17, 2023, Legion Partners stated that it is reversing its position and has agreed to accept the nomination notice submitted by Legion Partners with respect to Legion Partners' nominees Henrik Jelert and Lori Tauber Marcus, and to reschedule the 2023 annual and special meeting of shareowners. The company has also agreed to refrain from interfering in the solicitation of Legion Partners’ proxies in any manner. All four of Legion Partners' nominees will be standing for election to the board at the rescheduled annual meeting. Source

 

Update

On May 3, 2023, the company entered into a cooperation agreement with Legion Partners and pursuant to it, the company will appoint two new independent directors nominated by Legion to the board. Source

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