Activist investor Carl Icahn said the board of directors of the Transocean LTD (NYSE:RIG) showed a “shameless inability to accept responsibility for past failures and mistakes” in a number of statements that do not reflect proper information. Icahn recently called the company delusional.
According to Icahn, the board of directors of Transocean LTD (NYSE:RIG) repeatedly insisted that the company outperformed its peers in the industry, and when the board finally acknowledged its true performance, they tried to blame their failure on a third party service provider.
Icahn also emphasized that the board tried to create a new peer group in an effort to show that Transocean LTD (NYSE:RIG) still outperformed.
In his letter to shareholders, Icahn pointed out, “What is most concerning to us is not the error, but that this Board, and especially Michael Talbert, who have overseen the destruction of at least $11 billion of shareholder value, may actually have believed that they had outperformed their peer group. Where have they been this past decade? It is the Board’s duty to hold management accountable and not blindly accept whatever narrative management espouses.”
Icahn emphasized that the statements of the board of Transocean LTD (NYSE:RIG) demonstrate that the board and management completely failed to accept responsibility for their errors despite the fact that they oversaw the destruction of approximately $11 billion of shareholders value over the past few years.
Icahn believed that the board, particularly its chairman Mike Talbert, realized that their job is at risk and they are trying to hang on to their positions.
The activist investor also cited that the ISS recommended the election of his nominees to the board of Transocean LTD (NYSE:RIG), namely Jose Maria Alapot and Samuel Meksamer, and rejected the reelection of Talbert and Robert Sprague.
Carl Icahn rejected the claims of Transocean’s board that his nominees lack financial and corporate structuring experience. According to Icahn, Merksamer and his third nominee John Lipinski executed a $690 million IPO of CVR Refining, LP (NYSE:CVRR), the largest refining focused Variable MLP. Lipinski also structured and launched UAN; the first fertilizer based Variable MLP.
He also emphasized that Lipinski spent his entire career in the refining industry and Alapont spent his entire career in the automotive and industrial industries, thus Transocean’s claim that his nominees have worked rarely in capital-intensive industries is not true.
In addition, Carl Icahn noted that analysts estimated that the return on Transocean’s new build of drill ships is below its cost of equity at 10.7 percent to 12 percent, which proves that its recent actions are contrary to its claim it represents “high-return investments.”
The activist investor disputed all the other claims of the company in its recent presentations, and urged fellow shareholders to support his proposal to increase the dividend to $4.00 per share and to vote for his nominees.