Expresses Concerns with Existing Board’s
Strategic Direction and Lack of Responsiveness to Shareholder
Concerns
Urges Management Team and Board to Commit to
Formal Strategic Review
Voss Capital, LLC, together with its affiliates (“Voss”, “we” or
“our”), a top shareholder of Thunderbird Entertainment Group Inc.
(CVE: TBRD) (“Thunderbird” or the “Company”), today announced its
nomination of up to six directors for election to Thunderbird’s
Board of Directors (the “Board”) at the Company’s annual general
and special meeting of shareholders, previously scheduled for
December 6, 2022 (the “2022 Annual Meeting”). Voss has nominated
six highly qualified director candidates to better represent
shareholder interests in the boardroom and bring the experience and
skills needed to unlock value at Thunderbird through the
exploration of a formal strategic review. Voss’s highly qualified
nominees include Heather Conway, Asha Daniere, Peggy Hwan Hebard,
Taylor Henderson, Mark Trachuk and Shannon Valliant (collectively,
the “Voss Nominees”). Depending on the total number of directors
eligible for election at the 2022 Annual Meeting, we reserve the
right to withdraw, not withdraw or nominate additional candidates
to the Board, subject to the Company’s governing documents and
applicable law.
***
Voss has been a shareholder of Thunderbird Entertainment for
over two years and currently beneficially owns 13.3% of the
Company’s shares outstanding. Over the course of our investment, we
have closely monitored the Company, followed industry developments,
and regularly engaged with Thunderbird’s management team. While we
have been vocal supporters of the Company and its operational
prowess, we are disappointed by the current Board’s strategic
direction, as well as its apparent lack of urgency to create value
and unresponsiveness to shareholder concerns.
We believe the Thunderbird Board has failed to take advantage of
key opportunities for value-creation and is leading the Company in
a destructive strategic direction, concerns we believe we share
with many shareholders. For example, the Board continues to
myopically pursue a failed acquisition strategy focused on buying
up smaller studios, rather than recognizing the current M&A
landscape of the entertainment industry and the large potential
value of Thunderbird in that landscape.
When Voss has expressed these and other concerns to the Board,
we were met with a lack of engagement and did not feel that our
suggestions were seriously considered. In fact, one of our recent
communications to the Board did not receive a response for nearly
three weeks and, when we did hear back, many of the important
points we raised (including regarding M&A strategy) were either
dismissed or completely ignored. Thunderbird’s recent announcement
of an up-to-three-month delay of the 2022 Annual Meeting only
reinforces this pattern of unresponsiveness and demonstrates the
Board’s apparent unwillingness to allow shareholders to rightfully
and promptly voice their concerns as owners of the Company.
“While we believe in the work that Jen and the Thunderbird
management team are doing, in our view, the current Board’s
unwillingness to fully explore strategic alternatives for the
Company is placing Thunderbird at a significant disadvantage to
competitors,” said Travis Cocke, Voss’s Chief Investment Officer.
“We believe that a revitalized and open-minded Board, with deep
M&A experience, extensive knowledge of the global media
industry, and a focus on creating shareholder value will enable
Thunderbird to reach its full potential while continuing to produce
the quality creative content they have come to be known for.”
Thunderbird’s stock price has languished long enough under the
current Board’s leadership. Voss’s slate of nominees offers
shareholders a chance to finally unlock the value of their
investment through a formal and thorough review of strategic
alternatives. Voss’s six nominees have extensive experience in the
media industry and have successfully negotiated multiple complex
deals in the space.
We believe it is a pivotal time for Thunderbird and the quickly
consolidating media and entertainment industry. We believe the time
has come in the company's journey to fully explore strategic
alternatives.
We encourage you to review the Voss Nominees’ impressive
qualifications below.
Voss Nominee Biographies
Heather Conway
Ms. Conway most recently served as Co-President and Executive
Director at Hot Docs Canadian International Documentary Festival, a
nonprofit responsible for the Hot Docs Canadian International
Documentary Festival, from November 2021 to June 2022. Prior to
that, she served as Executive Vice President of English Services at
Canadian Broadcasting Corporation (a/k/a CBC/Radio-Canada), a
federal crown broadcast television and radio company, from December
2013 to December 2018. Previously, Ms. Conway served as Chief
Business Officer at Art Gallery of Ontario, a premiere art museum
located in Toronto, from September 2011 to November 2013 and Chief
Executive Officer at Edelman Public Relations, a public relations
consultancy company, from July 2009 to March 2011. Earlier in her
career, Ms. Conway served in multiple roles at Alliance Atlantis
Communications Inc. (formerly TSX: AAC), a media distribution,
broadcast and communications company that was partially acquired in
2007 by Canwest Global Communications, including as Executive Vice
President of Marketing, Creative Services, Public Affairs and
Affiliate Marketing from 2005 to 2007 and Executive Vice President
of Corporate and Public Affairs and International Channel
Development from 2001 to 2005. Ms. Conway currently serves on the
boards of directors of American Express Bank of Canada (NYSE: AXP),
a financial services and payment processing company, since 2005,
and Great-West Lifeco (OTCMKTS: GWLIF), a financial services
holding company and retirement company, since May 2019. Previously,
Ms. Conway served on the board of directors of IGM Financial Inc.
(OTCMKTS: GWLIF), a wealth and asset management company, from May
2010 to November 2013. Ms. Conway holds a B.A. in Economics from
Queen’s University, and a Master’s Degree in Industrial Relations
from the University of Warwick.
Asha Daniere
Ms. Daniere currently serves as a Strategic Advisor at Asha
Daniere Prof. Corp., a consulting company, since March 2020, and as
an Instructor and Mentor at Lincoln Alexander School of Law, a
Toronto law school, since September 2020. Prior to that, Ms.
Daniere served as Executive Vice President of Legal and Business
Affairs at Blue Ant Media, Inc., a broadcasting and media company,
from September 2012 to February 2020 and Senior Vice-President and
General Counsel at Score Media, Inc. (formerly TSX: SCR), a sports
media company that was acquired in 2012 by Rogers Communications,
Inc. (TSX: RCI.A, NYSE: RCI), from July 2008 to June 2012. Earlier
in her career, Ms. Daniere served as General Counsel at FUN
Technologies, Inc. (formerly TSX: FUN), an online gaming company,
from July 2006 to May 2008, Associate Counsel at Siemens Canada
Limited, a manufacturer of electronic, electrical, and
infrastructure solutions and a subsidiary of Siemens AG (FWB: SIE),
from 2003 to 2006, Director of Business Affairs at the Toronto Blue
Jays, a professional baseball team, from 2002 to 2003. Ms. Daniere
currently serves on the board of directors of WonderFi
Technologies, Inc. (OTCMKTS: WONDF), a decentralized finance
technology development company since September 2022. Ms. Daniere
also currently serves on the board of directors of several private
companies, including SRx Health Solutions, a provider of advanced
treatment, patient support programs, and pharmaceutical services,
since November 2022, and Proactive Group Holdings Inc., a financial
media portal that provides news, commentary and analysis of listed
companies, since September 2021, where she also serves as Chair of
the board of directors. Ms. Daniere previously served on the board
of directors of RIV Capital, Inc. (f/k/a/ Canopy Rivers Inc.) (CSE:
RIV, OTC: CNPOF), a venture capital firm, from May 2018 to
September 2022, where she also served as Chair of the board of
directors from September 2020 to September 2022 and Chair of the
Human Resources and Corporate Governance Committee from May 2018 to
September 2020, MDC Partners, Inc. (NASDAQ: MDCA), an advertising
and marketing holding company, from June 2020 to September 2021,
where she served as a member of the audit committee, and Tangelo
Game, Corp. (TSX-VENTURE: GEL), a social casino game development
company, from December 2015 to September 2018, where she served as
Chair of the Human Resources and Corporate Governance Committee and
Chair of the Special Committee that oversaw the company being taken
private. Ms. Daniere holds a B.A. in Political Science from the
University of Toronto and a J.D. from Tulane University Law
School.
Peggy Hwan Hebard
Ms. Hwan Hebard has served as Chief Operating Officer and Chief
Financial Officer of the Children’s Museum of Manhattan, a museum
that emphasizes early childhood education, since April 2021.
Previously, Ms. Hwan Hebard served on the board of Turning Point
Brands, Inc. (NYSE: TPB), a manufacturer, marketer and distributor
of branded consumer products, from September 2018 to April 2021,
where she served as a member of the Audit and Compensation
Committees. Ms. Hwan Hebard served as a Senior Advisor to the
Executive Office at The Metropolitan Museum of Art from July 2018
to April 2021 and as Senior Advisor to the Director’s Office from
August 2007 to July 2018. Ms. Hwan Hebard served as a Director in
the Gaming and Lodging Group of Standard & Poor’s (n/k/a
S&P Global Ratings, NYSE: SPGI), an American credit rating
agency, from 2002 to 2007. Earlier in her career, she served as an
Associate in the Investment Banking Retail Group of Credit Suisse
First Boston (n/k/a Credit Suisse Group AG, NYSE: CS) between 2000
to 2002, as a Management Consultant at PricewaterhouseCoopers, an
international professional services company and accounting firm,
from 1997 to 1999, and as a Senior Audit Associate at Coopers &
Lybrand, an accounting firm that merged with Price Waterhouse in
1998, from 1995 to 1997. Ms. Hwan Hebard holds a B.S. in Economics
from the Wharton School at the University of Pennsylvania, an
M.B.A. from the Yale School of Management, and a master’s degree in
Museum Studies from the John Hopkins University Advanced Academic
Programs.
Taylor Henderson
Mr. Henderson has served as an Analyst at Voss Capital, LLC, a
fundamental research-driven, value-oriented hedge fund focused on
special situations, since 2015. Previously, Mr. Henderson served as
a Summer Credit Analyst in the Corporate and Investment Bank Group
at JPMorgan Chase & Co. (NYSE: JPM), an American multinational
investment bank and financial services holding company
headquartered in New York City, in 2015. Mr. Henderson holds a B.S.
in Economics from Texas A&M University.
Mark Trachuk
Mr. Trachuk currently serves as the President of Bailgate
Consulting Ltd., a business advisory and consulting firm, since
January 2022. Mr. Trachuk also served as Senior Vice President of
Corporate Development at Sullivan Entertainment, an international
media production and distribution company, from January 2022 to May
2022 and General Counsel at Entertainment One, Ltd. (“eOne”) (LSE:
ETO), an entertainment content production and distribution company
and a subsidiary of Hasbro, Inc. (NASDAQ: HAS), from May 2018 to
April 2020. Previously, Mr. Trachuk served as a Senior Partner in
the Business Law Group at Osler, Hoskins & Harcourt LLP
(“Osler”), a Canadian-based law firm, from 1989 to May 2018, where
he practiced corporate and securities law with an emphasis on
mergers, acquisitions and strategic alliances. Mr. Trachuk
currently serves on the board of directors of Playmaker Capital,
Inc. (TSXV: PMKR, OTCQX: PMKRF), a digital sports media company,
since June 2021, where he serves as Chair of the Governance and
Nominating Committee, and Almonty Industries, Inc. (TSX: AII), a
mining and exploration company, since January 2011, where he serves
as Chair of the Audit Committee. Mr. Trachuk previously served on
the board of directors of eOne from May 2007 to May 2010. Mr.
Trachuk holds a B.A. in Economics from Carleton University, a J.D.
from the University of Ottawa and a LLM in Corporate Law from the
London School of Economics. Mr. Trachuk also received an ICD.D
designation from the Institute of Corporate Directors through the
University of Toronto – Rotman School of Management as well as
Certificates in Financial Trading and Option Strategy and in
Financial Analysis & Investment Management from the University
of Toronto and has received a Six Sigma Greenbelt Certification
from the Schulich School of Business at York University. Mr.
Trachuk is called to bar in the provinces of Ontario and British
Columbia and is a qualified solicitor in England and Wales.
Shannon Valliant
Ms. Valliant has most recently served as Chief Financial Officer
of the Canadian Business Processing Group, a subsidiary of Nippon
Telegraph and Telephone Corporation (a/k/a “NTT BPO”) (TYO: 9432,
formerly NYSE: NTT), a telecommunications company, from March 2021
to June 2022, Executive In Residence at ScaleUp Ventures, Inc., a
venture capital firm, from October 2019 to February 2021, and Chief
Financial Officer at Boat Rocker Media, Inc. (TSE: BRMI), a media
and content production company, from November 2017 to May 2019.
Previously, Ms. Valliant served in several roles at Rogers
Communications, Inc. (TSX: RCI.A, NYSE: RCI), a Canadian
communication and media company, including Senior Vice President of
the Transformation Management Office from March 2016 to December
2016, Senior Vice President of Commercial Strategy of the
Enterprise Business Unit from July 2014 to March 2016, and Vice
President of Device Management and Experience from July 2013 to
July 2014. Prior to that, Ms. Valliant served as Vice President of
Financial Operations at Rogers Media, Inc., a broadcast, print and
digital media subsidiary of Rogers Communications, Inc., from 2008
to 2013. Earlier in her career, Ms. Valliant served as Chief
Financial Officer at Nereus Financial, Inc., an investment and
financial services company, from 2004 to 2007, the Founder of SLV
Consulting, Inc., a financial and operational consulting company
focused in the technology industry, from 2002 to 2004, and Chief
Financial Officer at Company DNA, Inc. (f/k/a iRecognize Inc.), a
software development company operating as a subsidiary of Panorama
Software, Ltd., from 2000 to 2002. Ms. Valliant began her career as
an accountant and then Senior Manager, Corporate
Restructuring/Insolvency and Corporate Finance at Ernst & Young
Global Limited, a multinational accounting services firm.
Previously, Ms. Valliant served on the boards of directors of each
of NTT BPO from April 2022 to June 2022, as well as its subsidiary,
NTT Philippines, from March 2021 to June 2022 and its sister
company, NTT Canada, from September 2021 to June 2022, Canadian
Broadcast Sales, a joint venture with Corus Entertainment focused
on audio sales and marketing, from 2008 to 2013, Prime Television,
a joint venture with Shaw Media focused on the television industry,
from 2008 to 2013 and Dome Productions, a joint venture with Bell
Media and a production facilities provider, from 2008 to 2013. Ms.
Valliant holds a B.Com from the Queen’s University and graduated
with distinction on the Dean’s List. Ms. Valliant is also a
Chartered Professional Accountant and previously was a Chartered
Restructuring and Insolvency Professional.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward‐looking statements. All
statements contained in this filing that are not clearly historical
in nature or that necessarily depend on future events are
forward‐looking, and the words “anticipate,” “believe,” “expect,”
“estimate,” “plan,” and similar expressions are generally intended
to identify forward‐looking statements. These statements are based
on current expectations of Voss and currently available
information. They are not guarantees of future performance, involve
certain risks and uncertainties that are difficult to predict, and
are based upon assumptions as to future events that may not prove
to be accurate. Voss does not assume any obligation to update any
forward‐looking statements contained in this press release.
Additional Information:
On November 7, 2022, Thunderbird announced that it would be
postponing its annual general and special meeting (the “2022 Annual
Meeting”) previously scheduled for December 6, 2022 and that it
would hold the 2022 Annual Meeting no later than March 6, 2023.
Voss’s nominees will be considered for election at the 2022 Annual
Meeting. Depending on the total number of directors eligible for
election at the 2022 Annual Meeting, we reserve the right to
withdraw, not withdraw or nominate additional candidates to the
Board, subject to the Company’s governing documents and applicable
law. Prior to the meeting, Voss expects to furnish a proxy circular
to shareholders of Thunderbird, together with a WHITE proxy
card. SHAREHOLDERS OF THUNDERBIRD ARE URGED TO READ THE PROXY
CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors and shareholders will be able to obtain free copies of
the proxy circular and any amendments or supplements thereto and
further proxy circulars at no charge on SEDAR at
http://www.sedar.com. In addition, shareholders will also be
able to obtain free copies of the proxy circular and other
relevant documents by calling Voss’s proxy solicitor, Carson
Proxy Advisors Ltd. (“Carson”), at 1-800-530-5189, local (collect
outside North America): 416-751-2066 or by email at
info@carsonproxy.com.
Information in Support of Public Broadcast
Solicitation
Voss is relying on the exemption under section 9.2(4) of
National Instrument 52‐102 ‐ Continuous Disclosure Obligations to
make this public broadcast solicitation and the corresponding
exemption under the Business Corporations Act (British Columbia)
(the “Act”). The following information is provided in accordance
with corporate and securities laws applicable to public broadcast
solicitations.
This solicitation is being made by Voss and not by or on behalf
of the management of Thunderbird.
Founded in 2011, Voss Capital, LLC is a fundamental
research-driven, bottom-up, value-oriented manager focused on
underfollowed special situations. The principal address of Voss is
3773 Richmond Avenue, Suite 500 Houston, Texas 77046.
The address of Thunderbird is 123 W7th Ave Vancouver, BC, V5Y
1L8, Canada.
Voss has filed an information circular dated November 9, 2022
(the “Voss Circular”) containing the information required by Form
51‐102F5 – Information Circular and the Act in respect of its
proposed nominees. The Voss Circular is available on Thunderbird’s
company profile on SEDAR at http://www.sedar.com.
Proxies for the 2022 Annual Meeting may be solicited by mail,
telephone, facsimile, email or other electronic means as well as by
newspaper or other media advertising and in person by managers,
directors, officers and employees of Voss who will not be
specifically remunerated therefor. In addition, Voss may solicit
proxies in reliance upon the public broadcast exemption to the
solicitation requirements under applicable Canadian corporate and
securities laws, conveyed by way of public broadcast, including
press release, speech or publication, and by any other manner
permitted under applicable Canadian laws. Voss may engage the
services of one or more agents and authorize other persons to
assist it in soliciting proxies on behalf of Voss.
Voss contemplates entering into an agreement with Carson Proxy
Advisors Ltd. (“Carson”) pursuant to which Carson would act as
Voss’s proxy solicitation agent. The fees payable by Voss to Carson
in consideration for those services would be included in that
agreement.
All costs incurred for the solicitation will be borne by
Voss.
A registered holder of common shares of Thunderbird that gives a
proxy may revoke it: (a) by completing and signing a valid proxy
bearing a later date and returning it in accordance with the
instructions contained in the form of proxy to be provided by Voss,
or as otherwise provided in the proxy circular, once made available
to shareholders; (b) by depositing an instrument in writing
executed by the shareholder or by the shareholder's attorney
authorized in writing, as the case may be: (i) at the Company’s
registrar and transfer agent at any time up to and including the
last business day preceding the day of the 2022 Annual Meeting or
any adjournment or postponement of the meeting is to be held, or
(ii) with the chairman of the 2022 Annual Meeting prior to its
commencement on the day of the meeting or any adjournment or
postponement of the meeting; or (c) in any other manner permitted
by law.
A non‐registered holder of common shares of Thunderbird will be
entitled to revoke a form of proxy or voting instruction form given
to an intermediary at any time by written notice to the
intermediary in accordance with the instructions given to the
nonregistered holder by its intermediary. It should be noted that
revocation of proxies or voting instructions by a non‐registered
holder can take several days or even longer to complete and,
accordingly, any such revocation should be completed well in
advance of the deadline prescribed in the form of proxy or voting
instruction form to ensure it is given effect in respect of the
meeting.
Other than disclosed herein, in the Voss Circular or
Thunderbird’s public filings, neither Voss nor any of its directors
or officers, or any associates or affiliates of the foregoing, nor
any of Voss’s nominees for the Board of Thunderbird, or their
respective associates or affiliates, has: (i) any material
interest, direct or indirect, in any transaction since the
beginning of Thunderbird’s most recently completed financial year
or in any proposed transaction that has materially affected or
would materially affect Thunderbird or any of its subsidiaries; or
(ii) any material interest, direct or indirect, by way of
beneficial ownership of securities or otherwise, in any matter
currently known to be acted on at the upcoming 2022 Annual Meeting,
other than the election of directors.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221109005411/en/
Serena Koontz Head of Investor Relations Voss Capital, LLC
serena@vosscap.com
Thunderbird Entertainment (TSXV:TBRD)
過去 株価チャート
から 12 2024 まで 1 2025
Thunderbird Entertainment (TSXV:TBRD)
過去 株価チャート
から 1 2024 まで 1 2025