Crypto Row with Ex-CEO Turns Nasty

February 23, 2009 (InfoPowa News) — The war of words between former CryptoLogic CEO Javaid Aziz and the Dublin-based online gambling software provider CryptoLogic took a turn for the worse as the software company not only rejected Aziz's latest proposal for an extraordinary general meeting, but threatened Aziz with a law suit, claiming he was in material breach of obligations accepted as part of his severance contract.
 
"While we regret being forced to take this step, CryptoLogic made substantial payments and commitments to Mr Aziz in negotiating his severance, and we believe that his failure to adhere to his obligations has been damaging to the company and its shareholders," said current CEO Brian Hadfield. "This action is necessary to protect the interests of the company and its shareholders, which is at all times the sole focus of management and the board.”
 
Aziz has been something of a thorn in the company's flesh, making suggestions and demands for improved performance since he departed its offices in February 2008. He is a 12.5 percent shareholder in the company.
 
In his latest request, Aziz asked for the convening of an extraordinary general meeting of the company's shareholders, which has been rejected by the directors. Earlier, Aziz was equally unsuccessful in getting Hadfield and the board to concede to his demands for two seats on the board and suggestions regarding the direction in which the company was headed.
 
After 11 months at the helm of Crypto, Aziz departed with a £1.2 million golden farewell, and is entitled to a further £1.4 million bonus if there is a change in control at CryptoLogic on or before April 30, 2009.
 
The company now claims that in the event of a material breach of the conditions in Aziz's exit contract, it is entitled to waive the latter (£1.4 million) bonus, and it has started legal proceedings to overturn this clause in the agreement.
 
In turning down the request for an EGM, CryptoLogic management said that the erstwhile chief executive did not command sufficient share firepower and voting rights to call such a meeting. CryptoLogic's latest numbers forecast cuts in operating costs of $13 million and net profits of $9 million — $10 million for 2009 — proof that management's strategic plans were efficient and bearing fruit.