Highlights Strong Shareholder Support for
Change at Thunderbird
Announces Breakdown of Discussions with
Thunderbird
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,
We are writing to update you regarding recent developments in
our efforts to enhance the composition of Thunderbird’s board of
directors (the “Board”) and put the Company on the right path
towards significantly enhancing value for all stakeholders. On
November 22, 2022, Voss delivered a proposal (the “Proposal”) to
Thunderbird’s board of directors in a good faith attempt to work
constructively with the Board to develop a new strategic direction
for Thunderbird. The Proposal reflected the significant written
support Voss has received from Thunderbird’s shareholders for its
candidates for election at Thunderbird’s 2022 annual and special
meeting (the “Meeting”) and the need to fundamentally realign the
composition of the Board. In a good faith attempt to come to an
agreement, the Proposal did not request a majority but rather
offered the reasonable compromise of a partial reconstitution of
the Board. While Voss has sought for over two weeks to meaningfully
engage with the Board, to date, the Board has refused to
acknowledge the desire for serious change voiced by Thunderbird’s
shareholders or to agree to the realignment necessary to move
Thunderbird into the future. As a result, discussions have broken
down and Voss will continue to move forward with its proxy
solicitation for the election of its nominees at the Meeting.
On November 30, 2022, Voss advised the Board that between its
shareholdings in Thunderbird and written indications of support
already received by Voss from Thunderbird’s shareholders, Voss
believes its candidates currently have approximately 30 percent
written support for their election at the Meeting. Voss has also
received additional verbal support from approximately seven percent
of Thunderbird’s shareholders. Given predictable shareholder
participation at the Meeting, Voss believes these numbers will
translate into significantly higher support for its candidates at
the Meeting. Despite being made aware of the written support for
Voss’s candidates on November 30, the Board has failed to recognize
the views of Thunderbird’s shareholders and the need for
fundamental change at the Board level and has instead chosen to
continue its entrenchment strategy. Today's release from the
Company demonstrates a continued embarrassing lack of judgment as
it talks down the value of the stock with misinformed comments
around M&A and brags about margin compression.
As we stated in our earlier press release on November 18, 2022,
our singular objective for Thunderbird is to reconstitute the Board
with truly independent directors capable of objectively overseeing
the changes necessary to put the Company on the right path towards
unlocking its full potential and creating value for all
stakeholders. We believe the election of our highly qualified
director candidates at the Meeting will accomplish that objective
and welcome the opportunity to continue to discuss our candidates
with shareholders.
We are eager for shareholders to voice their opinions as soon as
possible through their votes at the Meeting, as is their right
under the Company’s own Articles and the Business Corporations Act
(British Columbia) (the “BCBCA”). In our view, the Board’s needless
postponement of the Meeting and lack of willingness to recognize
shareholder disapproval of its performance is a distraction for the
Company and is wasting shareholder time and money. We had
previously proposed that the date for the Meeting be set for
December 28, 2022, in accordance with the BCBCA and the Company’s
own Articles, which require that Thunderbird hold the Meeting in
2022, and we call on the Board to publicly announce a prompt date
for the Meeting as soon as possible. We reserve all rights with
respect to the Meeting and potential action to ensure the Meeting
is promptly held.
Sincerely, Travis Cocke Chief Investment Officer Voss Capital,
LLC
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
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/20221207005637/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
