Both the PIC and Bidvest sent identical letters to the drug maker at 3.40pm on 18 February 2014 stating that new company directors should be appointed by no later than 5pm the same evening.
According to a statement by the drug maker, the Adcock Ingram board had to appoint nominated individuals who included Brian Joffe, Lindsay Peter Ralphs, Dr Anna Mokgokong and Roshan Morar as directors of the Company; and secure the resignation of Dr Khotso Mokhele as a director of the Company and accordingly Chairman of the Adcock Ingram Board.
In the letters, Bidvest and the PIC further advised that in the event that the Adcock Ingram Board failed to comply with the demands by the appointed time the drug maker would be in contravention of the section 61.3 of the Companies Act and clause 11.2 of the Company’s memorandum of incorporation (MOI) to call a shareholders’ meeting.
“[The meeting would be called for the purposes of considering and approving resolutions to remove Dr Khotso Mokhele as a director of the Company and accordingly Chairman of the Adcock Ingram Board and elect each of the nominated individuals as directors of Adcock Ingram,” the company said.
If the medication manufacturer fails to organise the meeting by 4 March 2014, Bidvest and the PIC have the right to pursue legal action.
However, due to the response deadline stipulated the company said that the time was inadequate for the board to deliberate the demands and follow internal corporate governance processes regarding the appointment of directors.
In response to the letters, the company acknowledged that both Bidvest and the PIC owned about 55.5 percent shares collectively. “The Adcock Ingram board wishes to advise shareholders that it intends to convene the requested shareholders’ meeting, in accordance with the requirements of the Companies Act and its MOI,” the company said.
The Adcock board also announced the resignation of its non-executive director and Chairman Dr Khotso Mokhele.
“[We] thank Dr Mokhele for his significant contribution to the company over the past seven years and specifically for his leadership of the board during a highly challenging period for the company these past 11 months. The board regrets the circumstances that led to Dr Mokhele’s decision to resign as a director and chairman of the Adcock Ingram Board.”