Expresses Concerns with Current Board’s Lack of
Capital Markets Knowledge
Urges Board to Accept Meeting Date Proposal and
Promptly Hold Annual Meeting
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 letter to Thunderbird shareholders.
Dear Fellow Thunderbird Shareholders,
Voss has been a shareholder of Thunderbird for over two years
and currently beneficially owns approximately 13.3% of the
Company’s outstanding shares. Like many of you, we have been
unsatisfied with the Company’s stock performance given its solid
operational results. While we have made an effort to communicate
productively with the Company, we have been hindered by
Thunderbird’s board of directors’ (the “Board”) unwillingness to do
the same. Since submitting our nomination notice on November 4,
2022 (the “Nomination Notice”), we have made several attempts to
initiate a constructive dialogue with the Board, including the
submission of a reasonable proposal to set the date of the
Company’s 2022 annual general and special meeting of shareholders
(the “2022 Annual Meeting”) for December 28, 2022 (the “Voss
Proposal”). Instead of substantively responding to our outreach,
the Board has chosen to make multiple misleading and factually
incorrect statements regarding our campaign. We wish to set the
record straight.
Thunderbird Claim: “Voss has opted to initiate an ambush
proxy fight”
Our director nomination was far from an ambush. After engaging
with multiple members of the Board over the past several months, we
delivered a letter to the Board outlining our concerns. The Board
failed to respond or even acknowledge the letter until nearly three
weeks later, and only after a follow up email from our team.
Furthermore, we sought to minimize the initial public announcement
of our Nomination Notice as a courtesy to the Company and in the
hope that the Company would take us up on our offer to work
collaboratively rather than undergo the “cost, expense and
distraction” of a proxy campaign.
As we describe below, we have tried to constructively support
Thunderbird since we made our initial investment. The Board’s claim
that it was “ambushed” or surprised by our nomination suggests to
us that it is not only uninformed as to the Company’s nomination
procedures but also sorely out of touch with the Company’s
shareholders. Since “the Board and management regularly and
extensively engage with shareholders,” the Board should be well
aware of the deep dissatisfaction of Thunderbird’s
shareholders.
We would remind the Company of the disclosure made in
Thunderbird’s Information Circular dated November 1, 2016:
“Purpose of the Advance Notice Provisions
The purpose of the Advance Notice Provisions is to provide
Shareholders, directors and management of the Company with
direction on the procedure for Shareholder nomination of directors.
The Advance Notice Provisions are the framework pursuant to which
the Company fixes a deadline by which holders of record of Common
Shares must submit director nomination to the Company prior to any
annual or special meeting of Shareholders and set forth the
information that a Shareholder must include in the notice to the
Company for the nomination notice to be in proper written
form.”
We fail to understand how the delivery of our Nomination Notice
in compliance with the Company’s advance notice provisions could
constitute an “ambush.”
Thunderbird Claim: “Thunderbird is executing on its strategic
plan and is creating long-term value.”
We have seen no evidence that the Board has an actionable plan
to create value and we invite it to clarify the details, as well
as, how this plan will result in value for shareholders going
forward. The Company’s stock price is down over 40% from its high
in April 2021 with the 30-day average trading volume down over 80%
during that time frame. We have also lost faith in the Board’s
investor relations strategy. Using yesterday as an example, on the
day the Company announced favorable earnings, only 500 shares of
Thunderbird stock traded in the market. It is easy to understand
why we and other shareholders are dissatisfied with this
performance.
Thunderbird Claim: “Voss is mistaken in its assertion that it
can unlock value for Thunderbird shareholders simply by putting up
a ‘for sale’ sign.”
We strongly disagree. Thunderbird’s management and Board members
have frequently cited Entertainment One Ltd. (“eOne”) as a model of
the ideal trajectory for the Company. Just yesterday, eOne
announced that it is formally exploring a sale process due to a
wave of unsolicited inbound interest from potential buyers. This
announcement is just the latest example amongst dozens of
Thunderbird’s peers who are properly recognizing and taking
advantage of the current industry environment.
We would also note that over the course of our investment in the
Company, we have suggested a range of value-enhancing strategies
and tactics, all of which have gone unheeded. Voss believes that
the Board does not appear to understand or take seriously its
responsibilities to manage a public company. Our experience of
trying to collaborate with the Board has led us to conclude that a
refresh of the Board and a more comprehensive strategic review is
now the best path forward for the Company and its stakeholders.
Thunderbird Claim: “Voss is attempting to take over the
Company without paying a premium”
This statement reveals a shocking ignorance of capital markets
and is factually inaccurate. An election of new directors does not
represent a financial transaction, nor does it result in a change
in the ownership of the Company. We hope the Board understands that
directors don’t own the company outright, but rather they serve to
represent all shareholders: the actual owners of the company. We
are seeking to refresh the Board with new independent directors –
if elected, our nominees will act in accordance with their
fiduciary duties as directors and will not be beholden to Voss.
With one exception, all of our nominees are wholly independent of
Voss. This claim is a typical response by a board of directors
that is facing scrutiny from its shareholders and is a throw-away
line to distract from the serious issues at hand.
Furthermore, if the Board had promptly responded to our offers
to discuss, they would be well aware that we are not, in fact,
seeking to replace the entire Board. These statements display a
disturbing lack of understanding of the Company’s corporate
governance: shareholders approve the size of the Board at each
annual meeting. As our circular has made clear – the size of our
final slate is dependent on the ultimate size of the Board.
Recognizing that the Company may increase the number of directors
serving on the Board, we nominated six candidates in order to
preserve our rights as shareholders.
Thunderbird Claim: “Voss’s nominees are ill-equipped to run a
qualified or thorough strategic review process.”
Our nominees for election to the Board have specific media
industry, M&A and capital markets experience that more than
equips them to successfully execute a value-accretive strategic
review of alternatives for the Company. In fact, we conducted an
extensive search process, at our own expense, to carefully select
each candidate specifically based on how their qualifications would
help drive a successful review of alternatives and enable them to
negotiate a transaction for Thunderbird. Unfortunately, this cannot
be said of the existing Board – many of whom appear to have been
chosen more for their personal relationships with other Board
members rather than their qualifications or skill sets.
Take, for example, Marni Weishofer’s tenure as CFO of Lions Gate
Entertainment Corporation (“Lionsgate”) 20 years ago. After a
detailed review of Lionsgate’s track record under her tenure, we
believe she has more experience with value destruction rather than
value creation. Lionsgate’s abysmal attempt at dealmaking
resulted in steady losses and large write downs of acquired
production studios. We can’t help but be concerned that Mrs.
Weishofer is now attempting to lead a similar acquisition strategy
today at Thunderbird. Lionsgate’s significant losses
accumulated under her leadership, totaling a nearly $145 million
loss in operating cash flow from 1999 to 2002, all while
Lionsgate’s bank loans ballooned from $8 million to $144 million.
Lionsgate was not able to course correct until after Mrs. Weishofer
left the CFO role.
The Board has had more than enough time to prove that it can
create value at Thunderbird, and it has failed to do so. Although
we had hoped to work constructively with the Board, it has become
clear to us that fresh perspectives and skills are needed to
elevate Thunderbird and to guide the Company into its next
chapter.
Thunderbird Claim: “That calculated tactic left the Company
with no choice but to defer the Meeting, which was originally
scheduled for December 6, 2022.”
The Nomination Notice was delivered in compliance with the
advance notice provisions of the Company’s articles (the
“Articles”), the timeframe specifically set by the Company to
provide it with adequate notice of any nominations or shareholder
matters to be heard at an annual meeting. We strongly believe that
the Company’s decision to postpone the 2022 Annual Meeting, is an
attempt to impede shareholders’ right to vote for change, and
bypass applicable corporate legislation and the Company’s own
Articles. As detailed below, we submitted the Voss Proposal to
Thunderbird on Tuesday, November 15, 2022, offering an agreement to
schedule the 2022 Annual Meeting on December 28th, 2022, which we
believe gives the Company more than enough time to scrutinize our
candidates and complete its preparations for the 2022 Annual
Meeting.
Simply put: Voss has respected the framework for nominating
directors for election at the 2022 Meeting, the Board is bound to
respect that framework as well.
The Postponement of the
2022 Annual Meeting and Voss’s Proposal to the Company
Voss strongly believes that the postponement of the 2022 Annual
Meeting is unjustified and an attempt to impede shareholders’ right
to vote for their representatives on the Board. The Business
Corporations Act (British Columbia) (the “BCBCA”) and the Articles
require that Thunderbird hold its 2022 Annual Meeting in calendar
year 2022. Despite these requirements, the Company has applied to
the British Columbia Registrar of Companies to postpone the 2022
Annual Meeting, potentially until March 6,
2023. The postponement of the 2022 Annual Meeting
occurred just one business day after Voss, in compliance with the
Articles, delivered notice to the Company of its nomination of
Heather Conway, Asha Daniere, Peggy Hwan Hebard, Taylor Henderson,
Mark Trachuk and Shannon Valliant (collectively, the “Voss
Nominees”) for election as directors at the 2022 Annual
Meeting. Notably, the Company admitted in its November 7, 2022
announcement that the postponement was directly related to its
receipt of Voss’s nominations, despite the Nomination Notice being
delivered in accordance with the advance notice provisions of the
Articles.
On November 15, 2022, Voss delivered the following the Voss
Proposal in an attempt to reach a mutually agreeable resolution on
the scheduling of the 2022 Annual Meeting. Under the Voss Proposal,
the 2022 Annual Meeting:
- Would be scheduled for December 28, 2022;
- Would be a combination in person and virtual meeting, as is
appropriate for a contested shareholder meeting; and
- Would retain October 28, 2022 as the record date, as was
originally set when the 2022 Annual Meeting was to be held on
December 6, 2002.
Voss strongly believes that the Voss Proposal is balanced, fair
and in the best interests of the Company and its stakeholders.
Importantly, the Voss Proposal is in compliance with the BCBCA and
the Articles and leaves more than sufficient time for the Company
to prepare for and comply with the practical aspects of holding the
2022 Annual Meeting, including the preparation of the required
notice, information circular and management proxy and the delivery
of this material to shareholders within the time frames required
under applicable law. Further, the Voss Proposal also allows
shareholders to exercise their franchise rights in the time period
required by the BCBCA and the Articles.
The Voss Proposal is a constructive attempt to allow
shareholders to elect the Board in a timely manner, consistent with
expectations for a Canadian public company.
Our singular objective for Thunderbird is to help ensure that
necessary changes are made to put the Company on the right path
towards unlocking its full potential and creating value for all
stakeholders. As it stands now, the Board is insular – without
proper oversight or accountability – which we believe our highly
qualified director candidates would rectify. We continue to garner
significant shareholder support for the Voss Nominees and welcome
the opportunity to discuss our candidates with shareholders and the
Board in a collaborative manner.
Sincerely, Travis Cocke Chief Investment Officer Voss
Capital
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 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. The Voss 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 an updated proxy circular to shareholders of Thunderbird,
together with an updated 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
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 51‐102 ‐ Continuous Disclosure Obligations (“NI
51-102”) to make this public broadcast solicitation. 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 (the “Voss Circular”)
containing the information required by NI 51-102 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 has entered into an agreement with Carson pursuant to which
Carson will act as Voss’s proxy solicitation agent. Carson has been
paid a retainer and will be paid fees at an hourly rate for
services provided under the agreement. Fees will be limited to
$175,000, unless otherwise authorized by Voss. Fees payable under
the agreement will be adjusted as follows: (i) if there is a
successful outcome, Voss will pay Carson’s fees plus a premium
equal to 100% of all fees payable; (ii) if there is not a
successful outcome, a 50% discount will be applied to all fees.
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 Voss Circular, as updated and 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
non-registered 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, 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/20221118005336/en/
Serena Koontz Head of Investor Relations Voss Capital, LLC
serena@vosscap.com
Thunderbird Entertainment (TSXV:TBRD)
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Thunderbird Entertainment (TSXV:TBRD)
過去 株価チャート
から 12 2023 まで 12 2024
