Thunderbird Entertainment Group Inc. (TSXV:TBRD, OTC – THBRF)
(“Thunderbird” or the “Company”) announced today that it has
entered into an amended and restated cooperation agreement (the
“A&R Cooperation Agreement”) with Voss Capital LLC and certain
of its affiliates (collectively, “Voss”), which together own
approximately 13.1% of the outstanding common shares of
Thunderbird. The A&R Cooperation Agreement amends and replaces
the existing cooperation agreement between the Company and Voss,
dated as of January 19, 2023, as amended January 27, 2023, in its
entirety.
The A&R Cooperation Agreement provides for the nomination of
Taylor Henderson, a representative and employee of Voss (the “New
Voss Nominee”) for election to the board of directors of
Thunderbird (the “Board”) at the Company’s upcoming 2023 annual
general and special meeting of shareholders scheduled for December
14, 2023 (the “2023 Annual Meeting”), which appointment is subject
to the approval of the TSX Venture Exchange.
In connection with the A&R Cooperation Agreement, Linda
Michaelson and Mark Trachuk have agreed not to stand for
re-election at the 2023 Annual Meeting, and continuing on the
Board, and nominated for election at the 2023 Annual Meeting, are
Jennifer Twiner McCarron (CEO), Asha Daniere, Azim Jamal, Jérôme
Levy and Lisa Coulman. Thunderbird thanks Ms. Michaelson and Mr.
Trachuk for their significant contributions to the Company.
The A&R Cooperation Agreement also provides for the
appointment of one additional independent director to be mutually
agreed by the Company and Voss following the 2023 Annual
Meeting.
Jennifer Twiner McCarron, Thunderbird Chair and Chief Executive
Officer said, “Heading into 2024, we are looking forward to
doubling down on the health of the business while prioritizing our
focus on maximizing shareholder value.”
Under the terms of the A&R Cooperation Agreement, Voss has,
among other things, agreed to abide by customary voting commitments
at the 2023 Annual Meeting (as previously agreed by the parties)
and the 2024 annual general and special meeting of shareholders, as
well as customary standstill restrictions. The A&R Cooperation
Agreement will terminate in accordance with its terms on the
earlier of (i) the date of which the Company first publicly
announces the date of its 2025 annual general and/or special
meeting of shareholders, and (ii) October 15, 2025.
Thunderbird expects to mail an information circular with respect
to the 2023 Annual Meeting 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 2023
Annual Meeting is October 27, 2023.
Below is the biography of Mr. Henderson.
Taylor Henderson
Mr. Henderson has served as an analyst at Voss Capital, LLC, a
fundamental research-driven, value-oriented hedge fund focused on
special situations since 2015. Mr. Henderson holds a B.S. in
Economics from Texas A&M University.
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 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. 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) and Thunderbird
Scripted. Productions under the Thunderbird umbrella include
Mermicorno: Starfall, Rocket Saves the Day, Molly of Denali,
Highway Thru Hell, Kim’s Convenience, Reginald the Vampire and Boot
Camp. Thunderbird Distribution and Thunderbird Brands manage global
media and consumer products rights, respectively, for the Company
and select third parties. Thunderbird is on Facebook, Twitter, and
Instagram at @tbirdent. For more information, visit:
www.thunderbird.tv.
ABOUT VOSS CAPITAL LLC Founded in 2011, Voss Capital, LLC
is a fundamental research-driven, bottom-up, value-oriented manager
focused on underfollowed special situations. Voss Capital LLC is
headquartered in Houston, Texas.
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.
SOURCE Thunderbird Entertainment Group Inc.
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 A&R
Cooperation Agreement; the intention to nominate directors at the
upcoming 2023 Annual Meeting; the appointment of an additional
independent director following the conclusion of the 2023 Annual
Meeting; matters with respect to mailing of the information
circular and the 2023 Annual Meeting; maximizing shareholder value;
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
year ended June 30, 2023 and other public documents filed on SEDAR+
at www.sedarplus.ca. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231110888169/en/
THUNDERBIRD: Investor Relations: Glen Akselrod,
Bristol Capital +1 905 326 1888 ext 1 glen@bristolir.com
Media Relations: Lana Castleman, Director, Marketing
& Communications 416-219-3769 lcastleman@thunderbird.tv
Corporate Communications Julia Smith, Finch Media
Julia@finchmedia.net
VOSS: Media Relations: Serena Koontz Head of
Investor Relations Voss Capital, LLC
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
