Starboard Says Darden Pursuing Spin-Off Prior To Vote

May 15 2014 | 12:49pm ET

An activist hedge fund has warned that Darden Restaurants may try to sell or spin-off its Red Lobster chain before shareholders can vote on the plan.

Starboard Value said that Darden’s vice president of investor relations told a group of Darden shareholders last week that the company was likely to complete the sale or spin-off either next month or in July. Matthew Stroud also allegedly told the group that Darden has up to four months to call the meeting, which was triggered by written requests from investors owning 55.5% of Darden last month.

“Mr. Stroud’s statements have heightened Starboard’s concerns that the company may now be seeking to hurry through a sale of Red Lobster before holding the special meeting,” Starboard said yesterday. It added that Stroud is mistaken about the law covering the meeting: Darden must hold it within 60 days of receiving the requests, not 60 days after it has certified them—a process that Stroud says the company has 60 days to complete.

Starboard, which owns 5.5% of Darden, has argued that the Red Lobster plan could destroy $800 million of shareholder value. The hedge fund has pushed a much more radical breakup plan, splitting Darden into three different companies.

Starboard has warned that it would seek to oust Darden’s board later this year if it went through with the plan prior to a vote.


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