Austrian technology company S&T AG has ordered a forensic audit of its corporate structure and several recent acquisitions in response to allegations made by short seller Viceroy Research.
The company will also hire an external, independent chief compliance officer to be appointed by its supervisory board, S&T said in a statement Tuesday. The individual “will in future be responsible for the topics of law, compliance, and corporate governance on the S&T executive board.”
S&T will hire Deloitte to conduct the forensic audit while also announcing KPMG will be nominated to take over as the firm’s new auditor beginning fiscal year 2022.
Company CEO Hannes Niederhauser said in the statement Viceroy “has made numerous far-reaching misjudgments in its report, which do not stand up to an objective examination.” He noted the short seller did not contact the company or request additional information before releasing its report.
Viceroy accused S&T in a Dec. 16 research report of “hid[ing] several subsidiaries in an off-balance sheet structure” and not fully disclosing the extent of “frauds [and] federal raids, insolvency, security breaches, and general operational decline” by Internet of Things (IoT) company acquisitions made by S&T.
“We believe S&T shares are worth substantially less on preliminary assessment of its ground level businesses,” Viceroy said. “It would be absurd to provide a full valuation of SANT based on the vast off-balance sheet structure of the business and questions surrounding the quality of its earnings.”
S&T’s ticker symbol, SANT, is listed on the Frankfurt Stock Exchange under the exchange’s technology trading platform, Xetra.
S&T issued a series of rebuttals to Viceroy’s claims as part of a separate statement also released Tuesday.
Viceroy called S&T’s corporate structure “unnecessarily complex” and alleged the company was not fully integrating its acquisitions into its business.
Since 2016, S&T said it has closed 30 acquisitions, 21 of which were “fully integrated and legally merged into S&T group companies.”
“Part of S&T’s business strategy—known to S&T investors for years—is to acquire low-performing businesses with good synergy potential at low cost,” the company said.
Viceroy accused S&T of having “numerous off-balance sheet entities recorded as minority holdings.” S&T called the allegation unfounded, saying the entities in question have either been sold; that S&T holds less than 5 percent control; or that “the entities have been using S&T’s brand name in regional markets against payment of licensing fees for more than a decade.”
“All these participations and/or contracts are properly accounted for in S&T AG’s financial statements,” the company said.
Viceroy also contended S&T “has a significant unrecognized contingent legal liability arising from criminal investigations into its operations.” S&T responded there are no investigations into its operations that its aware of, but there are “investigations against single (former) employees. We don’t see any legal liabilities arising from this for S&T.”
Short sellers like Viceroy have become adept at pointing out discrepancies, inaccuracies, overly broad promises of future financial returns, or even outright fraud perpetrated by publicly traded companies.
The U.S. Securities and Exchange Commission (SEC) recently launched an investigation into biopharmaceutical company Cassava Sciences, following allegations made by a group of short sellers the company manipulated research results of simufilam, its experimental drug for the treatment of Alzheimer’s disease.
Reports by short seller Hindenberg Research against electric truck startup Nikola ultimately resulted in Nikola agreeing to pay a $125 million fine in a settlement with the SEC for misleading statements made by its founder and former CEO, Trevor Milton. Other claims by Hindenberg Research have resulted in SEC investigations at Clover Health and Lordstown Motors.