Commerce Energy Group
(AMEX:EGR) shares moved up $0.04, or 1.84%, to $2.21 today after Daniel
Zeff disclosed a 10.7% stake in the company and issued a letter to the
company's board of directors. Zeff expressed his concern that the
company's operating performance is significantly below its potential
performance. Consequently, he has petitioned the company to consider a
variety of strategic alternatives including a cash merger.
Daniel
Zeff's letter expressed particular concern over the company's apprent
rejection of a standing $2.50-$2.75 offer for the company from
Universal Energy. Without explanation, the company apparently not only
rejected the offer but failed to even consider it. Clearly, this is a
violation of the board of director's fudiciary duty to shareholders.
Here is a copy of the entire letter sent:
Why have you not responded to my letter regarding the cash takeover offer for our company?
Steve Boss, the company's CEO, Charles Bayless, a director, and
Lawrence Clayton, the company's former CFO, have made it clear to me in
personal conversations that Universal Energy's recent expression of
interest to acquire the company in a cash buyout for $2.50-$2.75 was
reasonable and should be explored. It is also clear that there are
other potential acquirers of our company and that all reasonable offers
should be explored.
Without explanation of the company's rejection or consideration of
Universal's offer and other potential offers, I must assume that you
are shirking your fiduciary responsibilities. The Board has an
obligation to carefully investigate, evaluate and respond to the
expression of interest in light of the company's other alternatives.
Before your former CFO left the company, I am told that Mr. Clayton
wrote to the Board that he believes you are acting against shareholder
interests by not exploring a sale at this time.
Commerce Energy's Board appears to be split on the issue of
exploring a sale, and with an even six members, the Board is
ineffectual. It has become apparent to me that you, and Directors Gary
Hessenauer and Mark Juergensen are improperly delaying and obstructing
the process of exploring reasonable offers for the company that could
create shareholder value.
You continue to hide behind your legal counsel and your "processes
and strategies in place" to avoid thorough consideration of a sale of
the company and, more egregiously, to advance your own interests. Those
interests appear to include a potential replacement of the CEO with Mr.
Hessenauer. Mr. Hessenauer
was apparently involved in the last CEO
search (that resulted in Mr. Boss' hiring) and was outside of the top
ten candidates considered.
The Board must take action now to break this deadlock and to move
forward with a sale of the company, by removing yourself and other
directors acting against shareholders, and by adding a new member to
the Board. I hereby re-submit Mr. Andrew Dailey as a nominee for the
Board. I previously submitted his name for nomination to CEO, Steve
Boss.
Commerce Energy's shareholders do not have the luxury of time and
must consider takeover offers now, before the planned August 17 Board
meeting and
before any potentially damaging new management changes
take place. Mr. Hessenauer offered to hold a special meeting for me
with the independent Board members (which includes all members except
Steve Boss) at the end of August. I demand that you respond publicly
now and with your current CEO involved.
Bob, your actions appear to be personally motivated or simply
irrational, particularly in light of your minor personal holdings in
Commerce Energy and the Board's meager 2% position in the stock. Why
are you not acting on behalf of the real owners of this company? Zeff
Capital Partners owns 10.7% of the stock and yet you refuse to respond
to our inquiries or act in our best interests. It has also become clear
that you do not fully understand how customer attrition will be
affected by operational changes (i.e. firings) that you may seek at the
company. So, not only will your actions damage EGR's shareholders, but
our employees and our customers as well. Bob, this is not the right job
for you and I ask again that you remove yourself from the Board of
Directors of Commerce Energy Group.
Whether you are removed from the Board or an additional seat is
added, Commerce Energy's directors must act in the shareholders' best
interests and
move forward with a sale of the company.
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