Points to Existing Board of Directors’ Lack of
Responsiveness to Shareholder Concerns
Requests that the Board Publicly Present
Superior Value Creation Plan
Voss Capital, LLC, together with its affiliates (“Voss”, “we” or
“our”), the largest shareholder of Thunderbird Entertainment Group
Inc. (CVE: TBRD) (“Thunderbird” or the “Company”), today issued the
below public statement regarding the crucial need for the Company’s
Board of Directors (the “Board”) to be reconstituted to include
directors with both the skills and experience needed to create
value and an understanding of their duties to the Company’s
stakeholders – qualities that we have found to be severely lacking
on the current Board.
Voss’s Approach to the Future of
Thunderbird
As previously stated, Voss has been a shareholder of Thunderbird
for over two years and currently beneficially owns 13.3% of the
Company’s outstanding shares. Like many Thunderbird investors, we
have been disappointed by the public markets’ lack of recognition
of the Company’s continued operational strength. Over the course of
our investment, we have regularly engaged with management to offer
suggestions that we believe would help remedy the valuation
disconnect between our estimation of Thunderbird’s intrinsic value
and its stock price. More recently, we brought these concerns to
the Board in the hope that it would be receptive to our
well-researched and actionable plan for value creation through the
full exploration of all strategic options available to the
Company.
As we explained to the Board, we strongly believe that current
media and entertainment industry dynamics present Thunderbird with
a unique opportunity to unlock value for shareholders by
undertaking a thorough strategic process, including the potential
positioning of Thunderbird as an acquisition target. Unfortunately,
the Chairman of the Board indicated that the Board will instead
remain committed to pursuing its disappointing acquisition
strategy, on which it has failed to execute or achieve any tangible
results over the last several years. We firmly believe that
Thunderbird has lost credibility in the public markets, and as a
result, no longer has the requisite cost of capital to be an
industry consolidator and that to instead ignore all strategic
alternatives would be a costly mistake. More worrisome is
that the Board has not put forward any credible alternative plan to
create value.
As a result, Voss has, at its own time, expense and risk,
nominated six individuals with extensive experience in the media
industry who we believe can unlock significant value through a
formal and comprehensive strategic review.
Board’s Lack of Accountability
Recent engagements with the Board have clearly demonstrated to
us that it has lost sight of its responsibilities and has no
credible plan to create value. Instead, we have witnessed the Board
engage in a disturbing pattern of actions, which appear aimed at
avoiding being held accountable to Thunderbird’s shareholders,
which are detailed below.
- The Board has been slow to respond and at times has not even
acknowledged Voss’s recent communications. In one case, after
sending a letter to the Board detailing our concerns, and then
following up two weeks later, the Chairman of the Board said she
didn’t realize a letter from us, the Company’s largest shareholder,
warranted a response. Examples like this demonstrate the Board’s
utter lack of understanding of basic corporate governance and their
accountability to its stakeholders and shareholders.
- The Board has announced that it has postponed its 2022 Annual
Meeting of Shareholders (the “2022 Meeting”), potentially as far
out as March 6, 2023, without offering any compelling
justification. Notably, postponing the 2022 Meeting past December
31st, 2022 would violate the Company’s own Articles and for which
it is seeking special approval. While Voss complied with the
Company’s Articles in submitting its nominations, it appears
that the Board simply does not want to follow the Company’s own
rules when faced with the possibility of shareholders holding them
accountable with their votes.
- The Board has refused to discuss the postponement when asked to
do so by Voss or provide any details with respect to the Company’s
submission to the British Columbia Registrar of Companies to
approve the postponement.
- After not responding to multiple Voss communications, the Board
finally broke its silence with a press release that contends (and
transparently relies on misinterpreting required disclosure) that
Voss is somehow working with Mr. Frank Giustra, a current director
of the Company. Quite the opposite, Voss is in no way expecting,
needing, or wanting Mr. Giustra’s support in its campaign to bring
about much-needed change at the Company. In fact, Voss believes
that Mr. Giustra is at the very core of the issues that have been
plaguing Thunderbird. His close relationships with the majority of
the Board is a prime example of the troubling lack of independence
and poor corporate governance that we believe our nominees can
rectify.
The Board has been unwilling or unable to respond to a single
substantive criticism raised either privately or publicly by Voss.
We find the Board’s recent attempt to distract shareholders with a
misinterpretation of boilerplate legal disclosure to be yet another
procrastination tactic aimed at avoiding accountability, like the
postponement of the 2022 Meeting.
Voss is confident that it has the support of many other large
shareholders who share its deep concerns regarding the strategic
direction of Thunderbird under the Board's leadership. We have
nominated a slate of six highly qualified directors that understand
and will prioritize all stakeholder interests in the boardroom, and
will work to increase engagement with shareholders.
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/20221110006162/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 11 2024 まで 12 2024
Thunderbird Entertainment (TSXV:TBRD)
過去 株価チャート
から 12 2023 まで 12 2024
