Hard against hard in power struggle for Unifiedpost: board of directors clashes with Coucke

The digital invoicing specialist Unifiedpost gives a negative opinion about shareholder Alychlo’s attempt to shake up the board of directors. The nomination committee has doubts about the independence of the directors proposed by Marc Coucke’s investment vehicle.

The battle for control of the software company Unifiedpost is going hard against hard

. After Alychlo, the investment vehicle of entrepreneur Marc Coucke, as the largest shareholder, added a number of additional points to the agenda of the shareholders’ meeting on Monday, the board of directors issued a negative advice on the majority of those proposals on Tuesday.

Alychlo, the largest shareholder of Unifiedpost with 17.02 percent, is asking shareholders to vote in mid-May on the dismissal of chairman Stefan Yee, an early shareholder, and director Michael Kleindl, a business angel. Alychlo believes that the chairman should be an independent director.

Alychlo also requests the appointment of four new directors: Pieter Bourgeois and Els Degroote for Alychlo (respectively CEO and investment principal at Alychlo) and the tech investor Jürgen Ingels and Joris Van Der Gucht as independent directors. Van Der Gucht is the founder and former CEO of accounting technology specialist Silverfin.

The proposals come after a difficult period for Unifiedpost, in which poor communication, lack of profitability due to circumstances and very expensive financing decimated the stock price. Because the company does not keep its promises, according to Alychlo, the Coucke vehicle believes it is time for a breath of fresh air in the board.

Before the shareholders could vote, Unifiedpost’s nomination and remuneration committee had to provide advice on Alychlo’s proposals. In a press release, that committee, and by extension the entire board of directors, expresses a largely negative opinion about the démarche. The board of directors unanimously recommends that shareholders leave Yee and Kleindl undisturbed. The press release praises their ‘contributions to the growth and evolution of the group’ and notes that they help shape the future strategy.

At the same time, the nomination committee recommends that shareholders vote against the appointment of both Ingels and Van Der Gucht. The body has doubts about the independence of the duo, because both candidates were proposed by a shareholder with more than 10 percent of the capital. Furthermore, the advice notes that the candidates have ‘important commercial, financial and interpersonal connections’ with Alychlo. In other words: the board of directors fears that the proposed independent directors will mainly represent the interests of Alychlo.

The press release does not specify these ties, but Alychlo is in any case an investor in the second fund of Ingels’ Smartfin. It is unclear whether Coucke also participates in the third Smartfin fund.

Opinions differ more about the two candidates that Alychlo himself wants on the board of directors. The nomination committee takes a neutral position on Bourgeois’ appointment, an advice that the board of directors follows. The committee is neutral about Alychlo director De Groote, but the board of directors does not follow that advice. “We are of the opinion that De Groote does not fit with the operational coherence and dynamics of the board of directors and that her appointment does not improve its effectiveness,” it said.

It is up to the shareholders to vote on Alychlo’s proposals on May 21. This meeting thus becomes a de facto vote of confidence on the current management and the business strategy and vision of the future.

In the margin of the advice, Unifiedpost announced that it is negotiating the sale of its Scandinavian subsidiary 21 Grams – acquired at the end of 2020, shortly after the IPO – to PostNord Strålfors. Unifiedpost sees the sale as an opportunity to add some cash to the balance sheet in order to buy some time to implement the business strategy. A sale would go hand in hand with a strategic partnership with the postal group PostNord, whereby it would market several Unifiedpost solutions in Scandinavia.

It is not clear how much such a sale could yield. 21 Grams had a turnover of 83.2 million euros in 2023, on which it achieved a gross margin of 15.5 percent. The subsidiary employs 89 people.