Nation Multimedia Group Plc (NMG) executives led by Suthichai Yoon have succeeded in blocking an alleged attempt by News Network Corporation Plc to make changes to NMG's board in order to control the media company.
However, they now face further lawsuits and the move could potentially nullify the entire resolutions agreed in the meeting Wednesday.
News Network said it would file both civil and criminal lawsuits against NMG executives who refused to let its representative attend NMG's annual general meeting (AGM) Wednesday..
It will also lodge complaints with the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC).
Stormy scenes at the NMG meeting yesterday as some shareholders try to get into the meeting room but are blocked by security guards employed by management, prompting police to step in to prevent further confrontations. THANARAK KHUNTON
News Network director Watanya Wongopasi said what the NMG executives did at the meeting violated shareholders' rights.
Suthichai: Resigned as NMG chairman
"It's unfair and unlawful," she said. "The NMG executives led by Khun Suthichai are buying time and trying every tactic to prevent the entry of News Network."
Several shareholders including a representative of News Network, which holds a 12.21% stake in NMG, were not allowed to attend the meeting.
This sparked chaos in front of the meeting room as the angry shareholders tried to break into the room. This led to the arrival of 50 police officers from nearby police stations who came to control the intense situation and prevent a confrontation.
Suwat Aphaipak, a veteran lawyer and representative of News Network, said he and other NMG shareholders with a combined 50% stake would ask the Civil Court to nullify the meeting as it was held without transparency and fair treatment to all groups of shareholders.
Shareholders blocked from the meeting included proxies. They said the company did not give them good reasons for banning them. They said they would sue NMG executives in both civil and criminal cases.
After the meeting started at 2pm, Mr Suthichai announced that he had resigned as NMG chairman on Tuesday. The NMG board appointed Nittimon Hastindra Na Ayudhya as new chairman. Mr Nittimon chaired Wednesday's meeting.
"I have rights to allow or not allow any shareholder to attend the AGM on behalf of the chairman," said Mr Nittimon.
He said Mr Suthichai had stepped down to prevent a conflict of interests. He would have had two roles as NMG chairman and a shareholder if he had not resigned.
Mr Suthichai now holds a 10% stake in NMG and is the second-largest shareholder after News Network, formerly known as Solution Corner (1998).
News Network's acquisition of a 12.21% stake in NMG late last year led to a dispute with NMG executives led by Mr Suthichai. NMG did not welcome News Network, saying its entry would damage its editorial independence.
Reports by media outlets under NMG accused veteran investor Chai Bunnag, who used to be a major shareholder in News Network, of being the man behind the acquisition.
NMG has two digital TV channels, Nation TV and Now26. News Network runs Spring News channel.
Chai: Accused of links to share deal
News Network executives insisted that its investment in NMG was for long-term investment. It said it wanted to pool synergy with NMG to create a media network and expand into Asean in the future.
The AGM lasted 90 minutes and had nine agenda items. The sixth item, which was the appointment of new board members, was skipped. Mr Nittimon told the meeting that this was due to the ongoing dispute between NMG and News Network.
The meeting considered additional agenda items that NMG added to the list one day before the AGM took place.
Prior to the meeting, NMG had filed a complaint to the SEC against News Network's share acquisition, claiming that some people were acting in concert to take over the company.
NMG executives believed the company's shareholders including News Network, Polaris Capital and Siwasit Sainampueng had links. They claimed that News Network did this because it did not want to submit a tender offer to buy the remaining NMG shares.
It was speculated that the group of investors led by News Network control a stake of nearly 50% in NMG.
Mr Nittimon said if an investigation found that News Network's transaction was not a case of people acting in concert, NMG would hold an extraordinary shareholders' meeting soon.
NMG shareholders also voted in favour of the company's proposal to issue debentures worth 2.5 billion baht to expand its digital TV business.
Some shareholders asked the chairman why the company amended agenda items one day before the meeting took place, as this act could make the AGM invalid. Mr Nittimon did not reply.
After the meeting was over, News Network's representative Mr Suwat went to the Commerce Ministry to try to ensure that a new NMG board would not be registered,
Some minor shareholders went to Lumpini police station to file a complaint.