Glass Lewis recommends vote against Capricorn board, NewMed merger

Big question mark over Capricorn's planned merger with NewMed

*

Capricorn CEO and CFO positions on the line

*

Shareholders vote on Feb. 1

Jan 23 (Reuters) - Proxy advisor Glass Lewis recommended Capricorn Energy's shareholders vote to replace its chief executive and other board members, and against a proposed merger with Israel's NewMed Energy, according to its report seen by Reuters.

The recommendations come ahead of meetings on Feb. 1, where Capricorn shareholders will cast votes on the proposed merger a few hours ahead of voting on replacing seven directors following a proposal by Palliser.

The recommendations by Glass Lewis echo proxy adviser Institutional Shareholder Services (ISS), which also recommended Capricorn shareholders should vote against the merger and to remove Chief Executive Simon Thomson, finance chief James Smith and five others from the board.

"We do not believe the NewMed transaction represents a reasonable exchange of value to the Company's shareholders on its current terms," Glass Lewis said in its report.

"We believe Palliser has presented a convincing case for rejecting the NewMed transaction and for support of its proposed wholesale board changes."

Capricorn did not reply to a request for comment on the ISS and Glass Lewis reports.

Palliser has put its tally of support for its proposals to overhaul the board of the British oil and gas producer at over 40% of shareholders, including some of Capricorn's biggest shareholders such as Madison Avenue, which have already declared their voting intentions.

This includes a rare public declaration of asset manager Legal & General against the board and its plans.

Proxy adviser PIRC, meanwhile, recommended a vote against Palliser's board plans, but added that neither Capricorn nor Palliser had made it clear how the firm would invest to fit into the transition to a low carbon energy system.

Both votes will be decided by a simple majority of shares represented at the meeting. (Reporting by Muhammed Husain in Bengaluru and Shadia Nasralla; Editing by Savio D'Souza and Emelia Sithole-Matarise)