NEW YORK, Sept 23 (Reuters) - Activist investor Scott
Ferguson is joining the board of Performance Food Group ( PFGC )
, the company said on Tuesday, at a time the hedge fund
is urging the food distributor to consider merging with rival US
Foods Holding ( USFD ).
Less than five weeks ago, Ferguson's Sachem Head Capital
Management nominated four director candidates to Performance
Food's ( PFGC ) board. Last week, Performance Food ( PFGC ) and US Foods ( USFD ) signed an
agreement to exchange sensitive financial information without
violating anti-trust laws.
If Performance merged with US Foods ( USFD ), the two companies could
rival the industry leader Sysco ( SYY ), which has 17% of the
market share.
Performance Food's ( PFGC ) board will grow by one, to 13 members and
Ferguson will join the Audit and Finance Committee.
"This outcome is the result of constructive engagement with
Scott and his team and demonstrates our Board's openness to
fresh perspectives," Performance Food's ( PFGC ) CEO George Holm said in
a statement. "I look forward to working alongside Scott and the
rest of the Board as we continue to grow our business to drive
shareholder value."
Holm had told analysts in August that there was no basis to
engage with US Foods ( USFD ) about a possible tie-up.
Sachem Head, which built its current position in Performance
Food ( PFGC ) this quarter, is well versed in the food distribution
business. It previously owned a stake in US Foods ( USFD ) but has exited
that position.
From 2022 to 2024, Ferguson served on the board of US Foods ( USFD ),
having settled with the company after a bitter board room fight.
Late last month Ferguson nominated four directors to Performance
Food's ( PFGC ) board, suggesting the company should consider a possible
tie up with US Foods ( USFD ) or find other ways to improve margins.
After consulting with other large shareholders, Performance
Food's ( PFGC ) mood on a possible deal appears to have shifted, lawyers
and bankers said. They added that the so-called "clean team
agreement" signed last week could be seen as a possible step to
a deal.
Ferguson has served on numerous public company boards,
including Olin, Elanco and Autodesk ( ADSK ),
and is generally considered a thoughtful and helpful director,
said lawyers who are familiar with his board service.
Activist investors have been extraordinarily busy in recent
weeks after a more tepid second quarter, bankers said. They
noted a resurgence in M&A activity has given many activists the
courage to pursue fresh targets with demands for board seats and
suggestions for companies to put themselves up for sale.