CALGARY, Alberta--(BUSINESS WIRE)--Cation Capital Inc. (together with its affiliates and associates, “Cation Capital” or “Cation”), a private investment firm and shareholder of Crescent Point Energy Corp (TSX/NYSE: CPG) (“Crescent Point” or “Company”), today urged Crescent Point shareholders to bring about decisive, positive change by voting for all four Cation nominees – Dallas J. Howe, Herbert C. Pinder, Thomas A. Budd, and Sandy L. Edmonstone – on the BLUE proxy or BLUE VIF.
Whomever shareholders vote for, they should use the universal BLUE proxy or BLUE VIF, and disregard the Company’s white proxy form, which restricts shareholders’ options for the benefit of an entrenched board and management team. If you haven’t received your BLUE proxy or BLUE VIF, please contact your broker immediately and ask to obtain your BLUE VIF voting control number. For ease of voting, shareholders can visit www.FixCPG.com, and click on the “VOTE NOW” button to vote their BLUE control number online.
Leading independent proxy voting advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently affirmed Cation’s urgent case for change at Crescent Point, also recommending shareholders vote FOR Cation nominees Dallas J. Howe and Herbert C. Pinder, and against certain Crescent Point nominees, using Cation’s universal BLUE proxy or BLUE VIF to vote on ALL matters.
Further, ISS has recommended shareholders vote AGAINST the advisory vote on executive compensation. As has been previously observed, under the current board’s compensation policies, company management has been paid over $90 million since January 1, 2013, during which time Crescent Point shareholders have lost over $10 billion in market capitalization.
Cation’s reminds shareholders that all four of its highly qualified nominees are committed to working with the board to realize the Company’s true potential and create value for all shareholders over the near and long term.
The choice is clear
Vote for Cation’s Nominees: Four highly experienced, committed and independent Cation nominees, who together will urgently challenge the status quo and constructively work to unlock value for shareholders.
The alternative is likely another year of value-destroying status quo, under an inexperienced board that is unable to set a meaningful strategy or reign in management’s egregious compensation.
INDUSTRY OBSERVERS AND ANALYSTS, INCLUDING LEADING PROXY ADVISORY FIRM ISS, AGREE: CHANGE IS NEEDED IN THE CRESCENT POINT BOARDROOM
ISS, industry analysts and observers recognize that Crescent Point has significantly underperformed in comparison to its self-selected peer group:
- “Over the past few years, Crescent Point has been a value-destruction machine, even by the dismal standards of the Canadian energy business.” – Globe & Mail, April 2018
- “Crescent Point gained a reputation as a frequent share issuer as it bulked up on oil assets. But many deals were done at higher oil prices and now look overpriced …I think it's warranted to see a shakeup …The company's strategy of buying everything and diluting shareholders hasn't worked.” – Livermore Partners, April 2018
- “[W]ith its [total shareholder return] at the bottom of the sector, credibility is … an issue for the company. We note there are valid concerns raised by the dissident.” – ISS, April 2018
- “The battle at Crescent Point comes as the company’s share price has underperformed its peers over the past one, three and five-year periods. Since Jan. 1 2013, Crescent Point’s share price is down by almost 80 per cent.” – Financial Post, April 2018
Repeated efforts to “renew” Crescent Point’s board have been ineffective:
- “We note that a majority of [Crescent Point’s] … nominees lack substantial previous public board experience …in terms of corporate governance, it does not appear that the nominees added over the last few years by the company have been ideal choices in terms of improving board oversight.” – ISS, April 2018
- “It [ISS] also recommends shareholders withhold their votes for two of the company’s nominees: Mike Jackson (chair of the compensation committee) and Rene Amirault (chief executive of Secure Energy Services. In 2017, Crescent Point paid Secure $12.9 million ‘in the normal course of business.’)” – Financial Post, April 2018
- “ISS said Amirault is a ‘non-independent board member,’ while Jackson ‘lacks prior board experience and not does not appear to possess substantial relevant experience in the industry.’” – Financial Post, April 2018
The current board has failed and shareholders should support change:
- “Given where the valuation is, we see limited downside and believe the stock could still capture some of this value just by sticking to its strategy. However, wholesale change at the management/board level is likely required to fully realize this value.” – Raymond James, Aug 2017
- “We expect that a view to renew the board would be favorably received by investors.” – RBC Capital Markets, April 2018
- “[C]hange on the board appears warranted” and “[t]he dissident has made a reasonably compelling case for some change to the incumbent board.” – ISS, April 2018
Like many shareholders, Cation agrees that substantial change is urgently needed at Crescent Point and believe that with independent, experienced leadership the Company will create significant, long-term value for all shareholders.
ALL FOUR CATION NOMINEES ARE NEEDED TO EFFECT MEANINGFUL CHANGE AT CRESCENT POINT
Cation’s four highly qualified, independent candidates – Dallas J. Howe, Herbert C. Pinder, Thomas A. Budd, and Sandy L. Edmonstone – bring essential board, industry and capital markets experience to Crescent Point. Unlike the current board, which has been carefully curated to support the status quo, all four of Cation’s nominees, if elected, will work to improve the leadership culture at Crescent Point and are committed to restoring market confidence in Crescent Point, enhancing the share price and ensuring the long-term sustainability of the Company.
Cation’s nominees are:
- Dallas J. Howe. Mr. Howe is the former Chair of the Board of Potash Corporation of Saskatchewan Inc. He also is a former director and Chair of the Compensation Committee of Viterra Inc., a Canadian agribusiness built on the foundation of Saskatchewan Wheat Pool Inc. and Agricore United. Mr. Howe has served on and chaired Corporate Governance and Nominating, Audit and Compensation committees in the private, public and not-for-profit sectors. Mr. Howe has been the recipient of many achievements including, in 2009, being made an ICD Fellow by the Institute of Corporate Directors. In his role as Chair of Potash Corporation, Mr. Howe was instrumental in thwarting the hostile bid initiated by BHP Billiton. In his position at Viterra, Mr. Howe oversaw the acquisition of Viterra by Glencore International plc.
- Herbert C. Pinder. Mr. Pinder brings to the board significant board experience, including corporate governance expertise. Mr. Pinder has served on more than 40 public, private, not-for-profit and crown boards with a focus on the energy sector. Mr. Pinder currently serves as a director of ARC Resources Ltd. where he is the Chair of the Policy and Board Governance Committee and is Chair of the board of directors of Astra Oil Corp. Mr. Pinder also served as a director of Renegade Petroleum Ltd. from April 2013 to March 2014 during which time Renegade successfully repelled a leading energy activist fund in a proxy contest seeking to replace the entire board.
- Thomas A. Budd. Mr. Budd is the President of Focus Advisory Corp. and an independent businessman. Mr. Budd has extensive experience providing mergers, acquisitions and financial advice on a significant number of Canadian oil and gas transactions. Most recently, Mr. Budd served as President and Vice Chairman, Head of Investment Banking at GMP Corp. and Griffiths McBurney Canada Corp. from April 1996 until 2008. Mr. Budd also served as a director of Renegade Petroleum Ltd. from April 2013 to March 2014 and was the Chair of Renegade and a member of its special committee during a proxy contest in which Renegade successfully repelled a leading energy activist fund seeking to replace the entire board.
- Sandy L. Edmonstone. Mr. Edmonstone is the President of Cation Capital Inc. Mr. Edmonstone was previously Executive Director and Deputy Head of Global Oil & Gas within the Macquarie Group, where he oversaw global energy platform operations. Mr. Edmonstone has advised on a variety of mergers and acquisitions, asset dispositions, restructurings and shareholder-value maximization processes. Mr. Edmonstone has been involved in mandates specifically focused on securityholder rights, ensuring securityholders receive maximum value for their investment. Recently, he led an investor initiative that resulted in approximately 500% additional consideration for securityholders than what the board had unanimously recommended. Mr. Edmonstone is also a graduate of the Institute of Corporate Directors’ Education Program, holding the ICD.D designation.
The election of all four nominees is necessary to affect the urgent actions needed to unlock shareholder value. Once elected, Cation’s nominees are committed to working constructively with other directors to:
- Realign executive compensation with shareholder interests
- Prioritize and optimize capital allocation and capex
- Assess sustainability of current dividend and growth model
- Implement cost-savings initiatives
- Reduce debt
The shareholders of Crescent Point should not and cannot continue to accept poor results, especially from a company with such tremendous assets and potential. Rather, based on study and analysis, we believe Crescent Point has multiple opportunities to drive significant shareholder value.
Vote for change. Vote for the Cation nominees – Dallas Howe, Herbert Pinder, Thomas Budd and Sandy Edmonstone – on your BLUE proxy or BLUE VIF.
Shareholders are also encouraged to visit www.FixCPG.com to learn more about how the right people with the right plan can work constructively with the full board and management to create long-term value for all Crescent Point shareholders. A copy of Cation Capital’s information circular is available on Crescent Point Energy Corp.’s SEDAR profile at www.sedar.com.
Vote your BLUE form of proxy today or no later than 5:00 p.m. (Calgary time) on May 1, 2018. Even if you have voted the White proxy, it is not too late. A later-dated BLUE proxy will replace any previously voted White proxy.
Cation urges shareholders to vote using the BLUE universal proxy card, recommended by ISS, which allows shareholders to easily select the directors they wish to represent them. Shareholders are advised to disregard the WHITE card which limits shareholder choice and only enables the voting for incumbent directors nominated by Crescent Point’s management.
Shareholders with questions about voting their shares or for other questions or assistance, please contact Cation’s strategic shareholder advisor and proxy solicitor, D.F. King, at 1-800-835-0437 toll-free in North America, or 1-201-806-7301 outside of North America (collect calls accepted), or by e-mail at firstname.lastname@example.org.
About Cation Capital Inc.
Cation Capital Inc., together with its affiliates and associates, is a private investment firm headquartered in Alberta, Canada. Cation invests in situations where it is able to influence operational, financial and strategic direction. Cation seeks value in companies that are experiencing financial or operational challenges, are in out of favour sectors or are otherwise in need of change to drive significant long-term value for stakeholders.