The takeover fight for Toronto-based Clarington Corp. may have a profitable outcome for the shareholders, but could be painful for Seamark Asset Management Ltd., subadvisor to 70% of Clarington’s funds.

Already, Halifax-based Seamark has been struggling with poor investment returns. Over the past couple of years, its value-oriented style and emphasis on blue-chip stocks has caused it to lag fund managers who have bigger weightings in zippy small-caps and hot resources-related sectors.

Making matters worse, there has been turmoil in the executive suite. Last May, Seamark founder and chairman Peter Marshall was pulled out of a brief retirement to resume his former role as CEO, replacing president Robert McKim. McKim, who resigned, had taken over Marshall’s role as CEO about a year and a half earlier. Both men had been with the company for more than 20 years. The 67-year old Marshall’s return to day-to-day involvement is temporary while the firm seeks a successor. But the potential loss of assets due to the Clarington takeover isn’t making the search any easier.

“There’s a new wrinkle in the executive search, and it’s not very helpful,” says John Aiken, an analyst at National Bank Financial Ltd. in Toronto. “Seamark is trying to bring an executive into a company that could lose almost one-third of its assets.”

Seamark manages $10.2 billion in assets, including almost $3 billion in mutual funds sponsored by Clarington. It also manages $1.5 billion for Manulife Financial Corp., a 35% owner of Seamark. The balance of its business is mostly managing institutional assets and wrap accounts.

Whoever wins the war for Clarington — whether it’s CI Fund Management Ltd., Industrial Alliance Insurance and Financial Services Inc. or another bidder who might emerge — there is likely to be a consolidation of the fund lineup, and Seamark’s position as a subadvisor is at risk.

CI, the highest bidder to date, has announced its plans to reduce management expense ratios for each Clarington fund, to be achieved either by merging the Clarington funds with lower-cost CI funds or by simply lowering the fees.

“If our bid is successful, we will look at each Clarington fund and its manager, and compare their track records to the money managers in our stable,” says Bill Holland, president of Toronto-based CI. “If we think the prospects are better with our managers, we’ll make a change. If not, we’ll strike a contractual deal with Seamark or the existing Clarington fund manager.”

Holland estimates the MER cuts will have a value of $81 million to Clarington unitholders over the next seven years. On average, the MERs on Clarington funds would fall by about 37 basis points.

“There’s a huge risk to Seamark,” says Dale Noseworthy, an analyst at Halifax-based Beacon Securities Ltd. “Even if the winning bidder doesn’t take Seamark’s investment-management mandate away, there will be more options to unitholders to move within the new family without penalty. Seamark’s performance has been weak recently, and it has been losing assets. Now this. The potential takeover puts a lot of uncertainty around the asset base.”

Seamark has a strong long-term track record based on a philosophy of investing in established blue-chips when they are out of favour and holding for the long term. Its 10-year numbers show first-quartile returns, but it has missed out on the recent strong returns delivered by resources and small-caps.

The $901-million Clarington Canadian Income A Fund, launched in 1996, had an average annual compound return of 2.8% for the five years ended Oct. 31, relegating it to the fourth quartile. By comparison, Morningstar Canada’s index for Canadian income balanced mutual funds gained 4.5%. The $988-million Clarington Canadian Dividend A showed a five-year annualized return of 4.7%, which is also in the fourth quartile.

“It is a natural situation for many investors, when they are faced with a number of quarters of lagging the index, to lose sight of their long-term objectives and go in search of hot managers,” Marshall said in a recent conference call with analysts. “It is our job at such times to remind our clients why they chose Seamark in the first place. And we need to do a better job of that going forward.”

As a contrarian investor, Marshall likes to buy stocks when they’re underperforming, but sometimes it takes a long time for value to be recognized in the market. “It has been a particularly long process in the past several years,” he said.

@page_break@Meanwhile, Marshall and Seamark’s board have been actively reviewing qualified candidates for the CEO’s job, and hope to have the position filled by the end of the year. The uncertainty over who will be at the helm has made it difficult to attract new clients in a business in which pension consultants and other large clients like to examine track records.

“We will not be rushed, and are committed to taking the time necessary to make the right decision,” Marshall said during the conference call. He added: “Business conditions remain challenging for Seamark. Many of our clients are waiting to find out who the next CEO will be. Some, unfortunately, have chosen to close their accounts with us in the meantime.”

Any new CEO will want to get to the bottom of why McKim’s tenure as CEO was a failure. The official reason for his abrupt departure was a “difference of opinion” about how the operations should be managed. There is some speculation that McKim wanted to pursue new initiatives and acquisitions, but ran into objections from the board, chaired by Marshall. Although Marshall retired in December 2003 after being with the company since he founded it in 1982, he remained chairman of the board and was involved in the investment process from a mentoring perspective, says Brent Barrie, vice president and corporate secretary.

“Whether Peter Marshall will have more responsibilities than the traditional chairman’s role will be the new CEO’s call,” says Barrie.

Aiken speculates that the company is casting its net outside Halifax for a successor, and that fallout from a potential takeover of Clarington increases the stakes for someone who may have to move across the country. Although Seamark would survive the loss of the Clarington business, profits would be hurt, and a client such as Clarington can’t be replaced in short order, he says.

“It took 10 years for the Clarington funds to get to where they are, and that won’t happen again overnight,” Aiken says. “On the other hand, becoming CEO of Seamark at this challenging point in its history could be an attractive proposition for the right individual. Halifax is a gorgeous city and offers a high quality of life with a 10-minute commute to work and affordable house prices.”

A new CEO presumably would get some stock incentives at an attractive price. Seamark’s stock has dropped from a 12-month high of $23.45 a share to a recent $10.33. With an annual dividend of $1.04 a share, its yield has risen to about 10%. However, if the assets drop by about a third due to the loss of Clarington business, profits would drop accordingly. Seamark will not be able to support the dividend, which probably would be reduced, analysts say. As a 14% stakeholder, Marshall is feeling the loss in share value on the eve his second retirement.

Aiken sees upside in the stock and has a target price of $12 a share. Noseworthy, however, has reduced her 12-month target to $10 from $12.30 since CI set the takeover ball in motion.

Barrie says even if the Clarington fund-management contract is lost, Seamark would be ahead of where it was when it went public five years ago with $5.3 billion under management. IE