Urges Board to Prove its Independence by Accepting Tomas Daga's Voluntary Resignation
Mason Capital Management LLC ("Mason"), a registered investment advisor to funds and accounts holding approximately 2.1% of Grifols S.A. ("Grifols" or the "Company") (BME: GRF) (NASDAQ: GRFS) class A shares, today sent a letter to the Grifols Board of Directors (the "Board") requesting the disclosure of important information regarding Tomas Daga, a nearly 25-year member of the Board and the Grifols family's closest advisor, so that Grifols shareholders have a better understanding of his relationship to Grifols and can make an informed decision about the suitability of his continued service on the Board.
Mason also called on the Board to address its poor corporate governance and history of shareholder value destruction by accepting Mr. Daga's resignation, which Mr. Daga has voluntarily offered to the Board.
The full text of the letter follows:
December 4, 2024
Grifols, S.A.
Avinguda de la Generalitat 152-158
08174 Sant Cugat del Vallès
Barcelona SPAIN
Dear Grifols Board Members and Shareholders:
Mason would like to follow up to its letter dated 19 November 2024. We reiterate and amend our requests for Grifols to disclose the following information so shareholders and all Board members can better understand the relationship between Tomas Daga and Grifols:
- Fees paid to Osborne Clarke Spain by Grifols over the past 15 years and amounts received by Board member, Tomas Daga, from Osborne Clarke Spain for the same period
- Tomas Daga's percentage ownership interest in Osborne Clarke Spain for each year during the same 15-year period
- Tomas Daga's percentage ownership interest in Scranton Enterprises, either directly or indirectly via Fatjo SL; and
- Any arrangements between Tomas Daga (and/or his proxy Osborne Clarke Spain) and Nomura or Proskauer Rose
Not until shareholders and all Board members have access to the requested information can they make an informed decision about the suitability of Tomas Daga's continued service on the Board.
We urge the Board to reconsider its rejection of Mr. Daga's voluntary resignation given his track record of value destruction. The Board can prove its independence from Tomas Daga by accepting his resignation, and the disclosure of the above items will only reinforce the need to do so. Continued lack of disclosure will speak for itself.
Regards,
Kenneth M Garschina
Managing Member
Mason Capital Management
About Mason Capital Management LLC
Mason Capital Management LLC is an absolute return focused investment firm that combines deep fundamental analysis with hard catalysts to drive value creation. Founded in July 2000 by Ken Garschina and Mike Martino, Mason's strategies range from event-driven investing to corporate carve-outs and control acquisitions.
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Contacts:
Jonathan Gasthalter/Sam Fisher
Gasthalter Co.
+1 (212) 257-4170
