Announces Appointment of New Directors and
Formation of Advisory Committee
Thunderbird Entertainment Group Inc. (TSXV:TBRD, OTC – THBRF)
(“Thunderbird” or the “Company”) announced today that it has
entered into a cooperation agreement (the “Cooperation Agreement”)
with Voss Capital LLC (“Voss”), which, together with its
affiliates, owns approximately 13.3% of the outstanding common
shares of Thunderbird and is its largest shareholder.
The Cooperation Agreement includes the appointment of two new
independent directors put forward by Voss, Asha Daniere and Mark
Trachuk (the “Appointees”) to the Board of Directors of Thunderbird
(the “Board”) effective immediately, as well as the nomination of a
third independent director to be identified by the Company from the
nominees put forward by Voss for election to the Board (the
“Additional Director”) at the Company’s upcoming 2022 annual
general and special meeting of shareholders scheduled for March 6,
2023 (the “2022 Annual Meeting”).
Pursuant to the Cooperation Agreement, immediately following the
2022 Annual Meeting, the Board has agreed to form an advisory
committee (the “Advisory Committee”) to assess the Company’s
capital allocation strategy and evaluate all strategic
opportunities to maximize value for ultimate recommendation to the
Board. Thunderbird notes that there can be no assurance that a
transaction will result from any process established by the
Advisory Committee.
Jennifer Twiner McCarron, Thunderbird Chief Executive Officer
said, “Thunderbird is committed to a collaborative relationship
with our shareholders and to considering all investor perspectives
on the Company’s existing strategy, as well as longer-term
opportunities to create shareholder value as we continue
progressing towards our goal of becoming the next major global
studio. We look forward to working with Ms. Daniere and Mr. Trachuk
for the benefit of all stakeholders.”
Travis Cocke, Voss Capital Chief Investment Officer, said, “In
our view, Thunderbird is one of the top players in its industry and
we have long been supporters of Jenn, the entire Thunderbird team,
and their vision for the Company’s future. We are confident that
with the addition of new, highly-qualified independent directors,
Thunderbird is well positioned to continue doing what they do
best—create high quality content. We look forward to the nomination
of an additional new independent director at the 2022 Annual
Meeting, as well as our continued dialogue with the Board and the
Thunderbird management team to help the Company drive value for all
stakeholders.”
The Appointees have replaced two independent Thunderbird
directors, Marni Wieshofer (Interim Chair of the Board and Chair of
the Audit Committee) who has agreed to step down from the Board and
Frank Giustra, who has resigned from the Board. Thunderbird thanks
Ms. Wieshofer and Mr. Giustra for their significant contributions
to the Company.
Added Ms. Twiner McCarron, “Mr. Giustra has been instrumental in
Thunderbird’s growth over the last 12 years. The financial and
strategic support of Mr. Giustra, a large, long-term shareholder
and a respected founder of Lionsgate Entertainment, were integral
to Thunderbird’s transformation into the award-winning production
company it is today. We are saddened by Mr. Giustra’s decision to
leave the Board, but we understand and respect his decision.”
Continuing on the Board are Jennifer Twiner McCarron (CEO), Azim
Jamal, Linda Michaelson, and Jérôme Levy (the “Continuing
Directors”). Ms. Twiner McCarron has taken on the additional role
as Chair of the Board, and Mr. Trachuk has been appointed Lead
Independent Director and will serve as interim Chair of the Audit
Committee.
At the 2022 Annual Meeting, Thunderbird will ask shareholders to
approve a resolution to increase the size of the Board to seven
directors from six. Thunderbird intends to nominate the four
Continuing Directors, the two Appointees, and the Additional
Director.
Under the terms of the Cooperation Agreement, Voss has, among
other things, withdrawn its slate of proposed nominees and agreed
to abide by customary voting commitments and standstill
restrictions until the conclusion of the Company’s meeting of
shareholders with respect to the fiscal year ending June 30, 2023,
at which time the Cooperation Agreement will expire.
Thunderbird expects to mail an information circular with respect
to the AGM in due course and shareholders are encouraged to read
the information circular in its entirety and cast their votes
early. The record date for voting at the AGM is January 16,
2023.
Below are biographies of Ms. Daniere and Mr. Trachuk.
Asha Daniere
Ms. Daniere currently serves as a Strategic Advisor at Asha
Daniere Prof. Corp., a consulting company, since March 2020, and as
an Instructor and Mentor at Lincoln Alexander School of Law, a
Toronto law school, since September 2020. Prior to that, Ms.
Daniere served as Executive Vice President of Legal and Business
Affairs at Blue Ant Media, Inc., a broadcasting and media company,
from September 2012 to February 2020 and Senior Vice-President and
General Counsel at Score Media, Inc. (formerly TSX: SCR), a sports
media company that was acquired in 2012 by Rogers Communications,
Inc. (TSX: RCI.A, NYSE: RCI), from July 2008 to June 2012. Earlier
in her career, Ms. Daniere served as General Counsel at FUN
Technologies, Inc. (formerly TSX: FUN), an online gaming company,
from July 2006 to May 2008, Associate Counsel at Siemens Canada
Limited, a manufacturer of electronic, electrical, and
infrastructure solutions and a subsidiary of Siemens AG (FWB: SIE),
from 2003 to 2006, Director of Business Affairs at the Toronto Blue
Jays, a professional baseball team, from 2002 to 2003. Ms. Daniere
currently serves on the board of directors of WonderFi
Technologies, Inc. (OTCMKTS: WONDF), a decentralized finance
technology development company, since September 2022. Ms. Daniere
also currently serves on the board of directors of several private
companies, including SRx Health Solutions, a provider of advanced
treatment, patient support programs, and pharmaceutical services,
since November 2022, and Proactive Group Holdings Inc., a financial
media portal that provides news, commentary and analysis of listed
companies, since September 2021, where she also serves as Chair of
the board of directors. Ms. Daniere previously served on the board
of directors of RIV Capital, Inc. (f/k/a/ Canopy Rivers Inc.) (CSE:
RIV, OTC: CNPOF), a venture capital firm, from May 2018 to
September 2022, where she also served as Chair of the board of
directors from September 2020 to September 2022 and Chair of the
Human Resources and Corporate Governance Committee from May 2018 to
September 2020, MDC Partners, Inc. (NASDAQ: MDCA), an advertising
and marketing holding company, from June 2020 to September 2021,
where she served as a member of the audit committee, and Tangelo
Game, Corp. (TSX-VENTURE: GEL), a social casino game development
company, from December 2015 to September 2018, where she served as
Chair of the Human Resources and Corporate Governance Committee and
Chair of the Special Committee that oversaw the company being taken
private. Ms. Daniere holds a B.A. in Political Science from the
University of Toronto and a J.D. from Tulane University Law
School.
Mark Trachuk
Mr. Trachuk is based on Toronto and currently serves as Counsel
at Norton Rose Fulbright, a leading international legal practice,
since December 2022. Prior to Norton Rose Fulbright, Mr. Trachuk
served as the President of Bailgate Consulting Ltd., a business
advisory and consulting firm, since January 2022. Mr. Trachuk also
served as Senior Vice President of Corporate Development at
Sullivan Entertainment, an international media production and
distribution company, from January 2022 to May 2022 and General
Counsel at Entertainment One, Ltd. (“eOne”) (LSE: ETO), an
entertainment content production and distribution company and a
subsidiary of Hasbro, Inc. (NASDAQ: HAS), from May 2018 to April
2020. Previously, Mr. Trachuk served as a Senior Partner in the
Business Law Group at Osler, Hoskins & Harcourt LLP (“Osler”),
a Canadian-based law firm, from 1989 to May 2018, where he
practiced corporate and securities law with an emphasis on mergers,
acquisitions and strategic alliances. Mr. Trachuk currently serves
on the board of directors of Playmaker Capital, Inc. (TSXV: PMKR,
OTCQX: PMKRF), a digital sports media company, since June 2021,
where he serves as Chair of the Governance and Nominating
Committee, and Almonty Industries, Inc. (TSX: AII), a mining and
exploration company, since January 2011, where he serves as Chair
of the Audit Committee. Mr. Trachuk previously served on the board
of directors of eOne from May 2007 to May 2010. Mr. Trachuk holds a
B.A. in Economics from Carleton University, a J.D. from the
University of Ottawa and a LLM in Corporate Law from the London
School of Economics. Mr. Trachuk also received an ICD.D designation
from the Institute of Corporate Directors through the University of
Toronto – Rotman School of Management as well as Certificates in
Financial Trading and Option Strategy and in Financial Analysis
& Investment Management from the University of Toronto and has
received a Six Sigma Greenbelt Certification from the Schulich
School of Business at York University. Mr. Trachuk is called to bar
in the provinces of Ontario and British Columbia and is a qualified
solicitor in England and Wales.
For information on Thunderbird and to subscribe to the Company’s
investor list for news updates, go to www.thunderbird.tv.
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.
Neither the TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of the TSX-V) accepts
responsibility for the adequacy or accuracy of this release, which
has been prepared by management.
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 terms of the
Cooperation Agreement; the potential for any strategic
opportunities to maximize value; the expected composition of the
Advisory Committee; matters with respect to mailing of the
information circular and the AGM; and the Company’s objectives,
goals or future plans. 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; those
additional risks set out in the Company’s Management’s Discussion
and Analysis for the three months ended September 30, 2022 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230119005948/en/
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
Investor Relations Contacts: Glen Akselrod, Bristol
Capital Phone: + 1 905 326 1888 ext 1 Email: glen@bristolir.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
