Thunderbird Entertainment Group Inc. (TSXV: TBRD, OTCQX: THBRF)
(“Thunderbird” or the “Company”) is correcting the record today
regarding false statements made by Texas-based hedge fund Voss
Capital, LLC (“Voss”) in its most recent press release. Thunderbird
also announced that it will hold its annual general meeting of
shareholders (the “Meeting”) in the first quarter of 2023.
Voss’s ambush
Voss has opted to initiate an ambush proxy fight, announcing on
the last permitted day that it will nominate a competing slate of
directors for election to replace Thunderbird’s entire board of
directors (the “Board”) at the Meeting. That calculated tactic left
the Company with no choice but to defer the Meeting, which was
originally scheduled for December 6, 2022.
The deferral will allow the Company to thoroughly research and
report on the credentials, including the specific work and public
company board experience and track record, of each of the
individuals nominated by Voss. It will also provide the time needed
for Thunderbird to amend its information circular to ensure that
shareholders have all of the information necessary to allow them to
assess the merits and qualifications of all nominees when deciding
whom they will trust to run the Company going forward.
Thunderbird’s strategy works
Contrary to assertions by Voss, Thunderbird is executing on its
strategic plan and is creating long-term value. Thunderbird
believes this proxy fight is a waste of time, energy and resources.
It risks putting in jeopardy all of the hard work and success that
the Company has achieved.
As an example of success, Thunderbird’s revenue grew 34% in the
fiscal year ended June 30, 2022, from a year earlier, in a year
when its peers languished. From fiscal 2020 through year end 2022,
revenue increased 83% and earnings before interest, taxes,
depreciation, and amortization (EBITDA) increased 30%. The
Company has no debt and its growth is purely organic.
With a full slate of premium programming developed, produced and
delivered on time and on budget, Thunderbird has strong
relationships with key North American and international
broadcasters, distributors and major global digital platforms and
has built an award-winning team with a focus on creativity and
culture, many who have played key roles in some of the largest and
most successful entertainment companies in the world.
Thunderbird’s shares have outperformed the market, the industry,
and its peers. Based on a closing price of $3.20 prior to Voss’s
announcement on November 4, 2022, Thunderbird’s shares are up by
39% from the opening price of $2.30 on the Company’s first trading
day, November 2, 2018. In contrast, the shares of the three most
directly comparable Canadian peers have all declined in value since
2018, or since their subsequent initial listing, as illustrated
below.
Period
November 2, 2018 (or commencement of
trading) to November 4, 2022 (immediately prior to Voss's
announcement)
Symbol
Company1
Change in share price
TBRD.V
Thunderbird Entertainment Group Inc.
+ 39
%
WILD.TO
WildBrain Ltd.
- 28
%
BRMI.TO
Boat Rocker Media Inc. (listed in
2021)
- 67
%
FORA.TO
VerticalScope Holdings Inc. (listed in
2021)
- 71
%
1: Based on Thomson Reuters peers that are
similar in size to Thunderbird
Voss has no plan and cannot unlock value
In proposing a full slate of directors it is incumbent on Voss
to provide shareholders with a detailed business plan and a change
of management plan. Voss has avoided doing so thus far, instead
suggesting a strategic alternatives review, which is not a
plan.
Voss is mistaken in its assertion that it can unlock value for
Thunderbird shareholders simply by putting up a ‘for sale’ sign.
The prospect of a premium is limited not just by the current market
environment but also by deal risk for non-Canadian bidders.
The pool of potential Canadian bidders is small and non-Canadian
bidders would be subject to approval by the Canadian Government
following an Investment Canada Act Cultural Review. Such approval
is by no means certain and could be subject to time consuming and
expensive undertakings, which again would restrict both the pool of
interested parties and the premium available for Thunderbird
shareholders.
The reality is that the strategic alternatives review proposed
by Voss would be value destructive and could cause Thunderbird to
lose acquisition opportunities. The instability that comes with
such a process, especially one conducted publicly in the
high-profile context of a proxy fight, will create uncertainty
about the future of the Company and will disrupt Thunderbird’s
ability to win new business and recruit and retain talent. In
current economic conditions, it is more important than ever that
the Company demonstrate a solid foundation and a continued focus on
healthy operations and financial stability.
Voss is attempting to take over the Company without paying a
premium
Contrary to the misleading statements by Voss, the Board and
management regularly and extensively engage with shareholders.
Thunderbird has specifically engaged, and had extensive
communication in good faith, with Voss, including requesting that
Voss submit Board nominees for consideration by the Company. Rather
than pursue constructive engagement, Voss has sought to avoid that
process altogether in an attempt to gain complete control of the
Company.
Voss’s nomination of a full slate of six candidates for the
Board is akin to a takeover of Thunderbird. Voss wants its
handpicked slate to constitute 100% of the Board, even though it
owns only 13.3% of outstanding shares. ALL shareholders should be
paid a premium by Voss for such control.
Furthermore, Voss’s nominees are ill-equipped to run a qualified
or thorough strategic review process. Thunderbird’s Board has vast
experience in such matters and is well-advised by knowledgeable
third-party investment bankers.
As has been communicated by the Company to Voss, management and
the Board consistently perform market checks, including engaging
investment banks and other advisors, as well as fielding inbound
inquiries from potential investors, including strategic investors
and private equity funds.
Advisors
Thunderbird has engaged Cassels Brock & Blackwell LLP as
legal advisor, Morrow Sodali (Canada) Ltd. as proxy solicitor and
strategic advisor and Longview Communications and Public Affairs as
communications advisor.
Thunderbird will have more to say in its management information
circular for the Meeting, which it will file in due course and
posted at investors.thunderbird.tv and under Thunderbird's profile
at www.sedar.com, and after which it will commence soliciting
proxies for its nominees.
About Thunderbird Entertainment Group
Thunderbird Entertainment Group is a global award-winning,
full-service multiplatform production, distribution and rights
management company, headquartered in Vancouver, with additional
offices in Los Angeles, Toronto, and Ottawa. Thunderbird creates
award-winning scripted, unscripted, and animated programming for
the world’s leading digital platforms, as well as Canadian and
international broadcasters. Thunderbird’s vision is to produce high
quality, socially responsible content that makes the world a better
place. The Company develops, produces, and distributes animated,
factual, and scripted content through its various content arms,
including Thunderbird Kids and Family (Atomic Cartoons),
Thunderbird Unscripted (Great Pacific Media), formerly known as
Thunderbird Factual, and Thunderbird Scripted. Productions under
the Thunderbird umbrella include The Last Kids on Earth, Molly of
Denali, Highway Thru Hell and Kim’s Convenience, among others. The
Company also has a team dedicated to global distribution and
consumer products. Thunderbird is on Facebook, Twitter, and
Instagram at @tbirdent. For more information, visit:
www.thunderbird.tv.
Cautionary Statement Regarding Forward-Looking
Information
This news release includes certain “forward-looking statements”
under applicable Canadian securities legislation that are not
historical facts. Forward-looking statements involve risks,
uncertainties, and other factors that could cause actual results,
performance, prospects, and opportunities to differ materially from
those expressed or implied by such forward-looking statements.
Forward-looking statements in this news release include, but are
not limited to, statements with respect to the timing for holding
the Meeting in 2023; the ability of the Company to thoroughly
research the credentials, including the specifics of work and
public company board experience and track record, of each of the
individuals nominated by Voss; amending Thunderbirds draft
information circular to ensure that shareholders have all of the
information required to allow them to assess the merits and
qualifications of all nominees when deciding whom they will trust
to run the Company going forward; the future economic conditions; a
strategic alternatives review being value destructive; the
Company’s objectives, goals or future plans; and the business and
operations of the Company. Forward-looking statements are
necessarily based on a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown
risks, uncertainties and other factors which may cause actual
results and future events to differ materially from those expressed
or implied by such forward-looking statements. Such factors
include, but are not limited to: general business, economic and
social uncertainties; litigation, legislative, environmental and
other judicial, regulatory, political and competitive developments;
and those additional risks set out in the Company’s management’s
discussion and analysis for the years ended June 30, 2022 and 2021
and other public documents filed on SEDAR at www.sedar.com.
Although the Company believes that the assumptions and factors used
in preparing the forward-looking statements are reasonable, undue
reliance should not be placed on these statements, which only apply
as of the date of this news release, and no assurance can be given
that such events will occur in the disclosed time frames or at all.
Except where required by law, the Company disclaims any intention
or obligation to update or revise any forward-looking statement,
whether as a result of new information, future events, or
otherwise.
Neither the TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of the TSX-V) accepts
responsibility of the adequacy or accuracy of this release, which
has been prepared by management.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221116006077/en/
Investor Relations Contacts: Glen Akselrod, Bristol
Capital Phone: + 1 905 326 1888 ext 1 Email: glen@bristolir.com
Media Relations Contact: Lana Castleman, Director, Marketing
& Communications Phone: 416-219-3769 Email:
lcastleman@thunderbird.tv Corporate Communications Julia Smith,
Finch Media Email: Julia@finchmedia.net
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
