Criticizes the Board’s Continued Delay of the
2022 Annual and Special Meeting
Calls for Prompt and Thorough Strategic
Review
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’s shareholders.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20221214005805/en/
(2) LGF. A stock price data from Factset.
Management changes from SEC filing (Graphic: Business Wire)
Dear Fellow Thunderbird Shareholders,
We are writing to provide an update regarding the ongoing
entrenchment tactics of Thunderbird’s board of directors (the
“Board”) and its failure to address clear shareholder concerns.
Voss strongly believes that the Board continues to demonstrate a
lack of understanding of public company corporate governance and
has proven ill-equipped to generate value for stakeholders. Despite
our early attempts to work constructively with the Board and our
recent offer to engage in discussions, the Board has made it clear
that it is not open to shareholder input and is unwilling to
acknowledge the growing base of shareholder support Voss has
garnered, which is calling for urgent change at the Company.
In fact, in its latest press release, the Board continues to
make baffling, defeatist comments and actually talks down the
Company’s value, which Thunderbird’s employees have worked hard to
create for years. The Board believes that exploring strategic
alternatives will “almost certainly fail” and that being a Canadian
media studio could, “restrict the pool of interested parties and
diminish the price offered to Thunderbird shareholders.” This type
of fatalistic attitude is the last thing shareholders want to hear
from the Board whose duty it is to maximize value. While we
acknowledge that any strategic transaction will necessarily need to
account for Thunderbird’s Canadian regulatory and tax framework, we
do not believe the mere existence of these regulatory
considerations renders a strategic process dead on arrival.
The Board still has not put forward any credible strategic plan
to unlock the Company’s value, which we requested weeks ago. At
this point, we cannot help but conclude that the Board simply does
not have a plan. Instead, its latest press release bizarrely brags
about massive margin compression under its tenure as its “value
creation.” Since fiscal year 2020, the year Marni Wieshofer joined
the Board, direct operating costs have risen 151%, and EBITDA
margins have gone from 19% to 11.3% (as of the twelve months ended
September 30th, 2022).[1] We believe that the Company’s push
further into low margin premium scripted content is a continuation
of this trajectory.
Perhaps we should not be surprised by this situation – in
examining the track records of the members of the Board, we note
the media careers of two directors in particular. During Mr.
Giustra and Mrs. Wieshofer’s tenure as a board member and the CFO
of Lions Gate Entertainment Corp. (“Lionsgate”), respectively,
they oversaw a ~40% decline in Liongate’s
stock price over five years and steady financial losses.
However, immediately after Mrs. Wieshofer’s exit as CFO, and Mr.
Giustra left the Lionsgate board as part of a significant refresh
(not dissimilar to what we’re calling for today at Thunderbird),
Lionsgate stock subsequently returned over 500% during the next few
years. We believe we are in a similar position with Thunderbird
today.
[see chart entitled “Frank Giustra and Marni
Wieshofer’s Tenure at Lionsgate”]
Voss and our fellow shareholders do not want Thunderbird to
similarly languish under Frank and Marni’s tenure. The Board’s lack
of a strategic plan for the Company and misplaced priorities,
should not be allowed to hold back the value of the hard work by
Thunderbird’s management team and hundreds of brilliant content
creators. It is the Board’s responsibility to be open-minded and
explore all options to unlock value, including letting the Company
operate out of the public eye with increased access to capital.
Based on ongoing feedback from industry executives and other
shareholders, we believe there is a common consensus that the
Company’s shares are meaningfully undervalued. Our view is that
maintaining the unsatisfactory status quo is the best we can expect
from the existing Board, which clearly does not share our vision of
Thunderbird’s bright future. In clear contrast to the current
Board, the Voss director nominees (the “Voss Nominees”) see the
value that Thunderbird’s employees have worked so hard to create
and are confident in their ability to swiftly unlock that value for
all stakeholders while simultaneously helping Thunderbird take the
critical step toward being the next major global studio.
The Voss Nominees will bring fresh perspectives, true
independence, industry-specific knowledge, and deep mergers and
acquisitions experience to the Board. Each nominee was sought out
by Voss specifically for their experience creating value at similar
companies and proven ability to run a successful strategic review.
We, as well as the Voss Nominees, are intimately familiar with over
a dozen acquisitions of Canadian studios over the past few years
alone. Our nominee Mark Trachuk structured the largest one,
advising on the $4 billion acquisition of Entertainment One Ltd. by
Hasbro, Inc. in 2019. This is precisely the type of expertise the
Voss Nominees will bring to Thunderbird’s boardroom. If the current
Board lacks the confidence and skillsets to successfully run a
strategic review, we believe it should step aside and allow our
highly qualified candidates to handle the task.
As Thunderbird’s largest shareholder, we have no desire to
damage the Company’s reputation or disrupt its business in any way.
In fact, we have been perhaps Thunderbird’s most prolific and vocal
supporters to the investment community time and time again. We have
repeatedly highlighted the Company in our quarterly letters and
industry publications for a number of years. Jenn McCarron and her
team’s passion for building the business and unique creative
culture shine through every time we speak with them and practically
all industry participants corroborate this positive impression.
Given that the Board was unreceptive to our constructive
outreach, Thunderbird’s shareholders must now be allowed to
exercise their rights to decide the Company’s future. Thunderbird’s
Board has the ability to put an end to their perceived disruption
caused by this campaign by promptly announcing the date of the 2022
annual and special meeting of shareholders (the “2022 Annual
Meeting”), which had been originally scheduled for December 6,
2022. Voss will continue its efforts to ensure that Thunderbird’s
shareholders are given the ability to exercise their rights and
voice their valuable opinions with their votes in a reasonable time
frame.
We welcome any shareholders or employees to reach out to us
with questions and feedback.
Sincerely, Travis Cocke Chief Investment Officer Voss Capital
investors@vosscap.com 832-519-9427
1. Company filings FY 2021, FY 2022 annual report and Q1 2023
report
2. LGF.A stock price data from Factset. Management changes from
SEC filing:
https://www.sec.gov/Archives/edgar/data/929351/000095014803001313/v90342exv99.htm
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 2022 Annual Meeting,
Voss expects to furnish an update of the Voss Circular (as defined
below) 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 2022
Annual Meeting, other than the election of directors.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221214005805/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
