Mathieson threatens legal war with Endeavour, launches scathing attack on chairman and board
Pub baron Bruce Mathieson has launched an extraordinary attack on Endeavour chair Peter Hearl and his board, which could mushroom into a legal war and proxy battle.
Billionaire pubs baron Bruce Mathieson Snr has launched an extraordinary attack on the chairman of drinks and pubs giant Endeavour Group, which counts the Mathieson family as its largest shareholder, accusing him of a “cynical” attempt to block Bill Wavish’s election to the board to entrench an “insiders’ club” in the boardroom.
In a blistering letter to chairman Peter Hearl, he lashed out at Endeavour’s claims that Mr Wavish might be ineligible to run as a director because he didn’t have the necessary regulatory and probity clearances as “preposterous”, accusing Endeavour directors of “mounting the barricades” while neglecting the company’s operational ills.
Mr Mathieson Snr further argued the board was applying one standard “for those in the club” and a different standard for someone who wasn’t an “insider”, but nonetheless highly credentialed to be a director, as he ramped up his campaign to install Mr Wavish on the board.
His letter also disclosed he had retained the services of law firm Arnold Bloch Leibler which had requested a copy of Endeavour’s share register – signalling the bruising civil war now being fought within Endeavour could soon mushroom into a proxy war over the hearts, minds and votes of shareholders.
In a letter sent to Endeavour chair Mr Hearl, and obtained by The Australian, Mr Mathieson Snr repeated his claims of “material value destruction” by the company under its current board and management and listed a catalogue of grievances on the running of its flagship retail assets Dan Murphy’s and BWS.
And in a significant ratcheting up of the rhetoric that has now engulfed the Endeavour board, and turned into a very public civil war, Mr Mathieson Snr warned he was prepared to mount a legal challenge to the roadblocks thrown in front of Mr Wavish with Arnold Bloch Leibler now in his camp.
The stinging attack on Mr Hearl, his leadership of the board and corporate governance comes after this week Mr Mathieson Snr blamed Mr Hearl and chief executive Steve Donohue personally for the liquor and pubs chain’s poor recent performance and diving share price.
The corporate brawl has so far roped in the billionaire Mathieson family – father and son – who own 15 per cent of the company, the board of Endeavour as well as former Woolworths CEO Roger Corbett, who is also publicly supporting Mr Wavish’s candidacy, to become one of the biggest spectacles of the market.
Complicating matters and likely making it uncomfortable for Mr Hearl and other directors is that Bruce Mathieson Jnr is also a director of Endeavour at a time when his father is hurling grenades at the board. Mr Mathieson Jnr has also broken with the rest of his directors to publicly support Mr Wavish as a candidate for becoming a director.
The tinderbox under the feet of Endeavour’s board was lit on Tuesday when Mr Mathieson Snr, whose pub empire was merged with Woolworths and then spun out into Endeavour when that group listed in 2021, publicly announced he would support Mr Wavish running for the Endeavour board at next month’s annual general meeting.
However, Endeavour has argued Mr Wavish – who is the former Woolworths supermarkets boss and helped build up Dan Murphy’s into a national retailer in the early 2000s – could be ineligible to be elected as a director as he hasn’t first received regulatory and probity approval from various state and territory governments as is demanded by the company’s constitution.
Endeavour has allowed Mr Wavish to be a candidate, but if he hasn’t received those regulatory clearances by the start of the annual meeting next month – which is highly likely as it can take six months – then the constitution won’t allow shareholders to vote and the resolution will be pulled.
“From what I have read in the notice of meeting for the upcoming AGM, you intend to deny shareholders the opportunity to vote on Bill’s appointment to the board if he has not obtained all necessary regulatory approvals at that time,” Mr Mathieson said in his letter to the Endeavour chairman.
“This is preposterous as there is no realistic prospect that anyone could obtain all necessary regulatory approvals in such a short time frame.”
Mr Mathieson said it was part of an attempt to shut-out an outsider and preserve the Endeavour board as an “insider’s club” at a time when the company desperately needed to improve its performance.
“This tactic could only be a cynical attempt to further entrench the insider’s club on the Endeavour board – applying one standard for those in the club, and a different standard for those, like Bill, who are extremely well credentialed but are not insiders.”
This was also at odds with other recent director appointments, he argued, who were appointed while still waiting for regulatory approval.
“It is a fundamentally different approach than Endeavour has taken with the recent appointments of Anne Brennan, Rod van Onselen and Bruce Mathieson Jnr whose appointments were announced as being effective subject to obtaining all necessary regulatory approvals,” he wrote.
Then came the threat. If Endeavour persisted with its attempt to deny shareholders a vote at the AGM at the end of October and not allow them to cast a ballot on Mr Wavish’s candidacy Mr Mathieson Snr would make a legal challenge.
“Endeavour’s suggestion that its policy with respect to Mr Wavish is one required by law will be robustly challenged. Especially because given your approach, I do not understand how a third party director candidate could reasonably expect to be elected to the board of Endeavour without your endorsement.
“Your position effectively denies Endeavour shareholders their legal right to determine the composition of their company‘s board.”
Mr Mathieson said the Endeavour board had a duty to act in the best interests of all shareholders, and implored Mr Hearl and the other directors to ensure shareholders are able to vote on Mr Wavish.
“The Endeavour board should be focused on value creation rather than seeking to mount the barricades to entrench their own positions.”
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