The ongoing fight at Santa Ana-based Grubb & Ellis Co. took another turn Wednesday as directors accused former chairman Tony Thompson of using a “costly and disruptive proxy contest” to force unwanted change on the real estate brokerage and investment company.
The board blasted Thompson’s bid to take control of the company, force an acquisition of his latest business and install a chief executive candidate already rejected by directors.
Thompson, Grubb & Ellis’ second-largest shareholder and chairman of upstart real estate investor Thompson National Properties of Irvine, stepped down from Grubb’s board early this year.
This summer he tried to rejoin, citing poor stock performance. The board rejected his bid.
Earlier this month Thompson made a second attempt at rejoining the board, and nominated himself, Stuart Tanz and Harold Ellis for the company’s board, which currently counts eight members.
Grubb opposes his slate.
Tanz is the former chairman and chief executive of San Diego-based Pan Pacific Retail Properties Inc., now part of Kimco Realty Corp.
Ellis cofounded Grubb in 1958 and served as chairman and chief executive until 1992.
Grubb on Wednesday said Thompson’s latest moves are a “blatant” attempt to take control of the company and install Tanz as chief executive.
The company is searching for a full-time chief executive but rejected Tanz as a candidate in September, saying he did not meet the company’s qualifications.
Directors also criticized Thompson’s recent suggestions to initiate a number of aggressive strategies to cope with the slumping commercial real estate market.
Thompson’s suggestions offer “nothing that has not already been implemented or considered” by the board and “completely ignores the realities of the current economic environment and real estate market,” the company said in a letter to shareholders.
Thompson National Properties is seen by Grubb as a direct competitor. Having its founder on the Grubb & Ellis board would “undermine” what the company is trying to accomplish, the letter to shareholders said.
Thompson may intend also to cause stockholders “to either buy or absorb his fledgling company,” Grubb said.
Grubb counts a market value of about $65 million; its stock is down nearly 80% in the past year.
The company’s shareholders are scheduled to meet in early December.
