HOUSTON--(BUSINESS WIRE)--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 statement regarding the crucial need for the Company’s Board of Directors (the “Board”) to be reconstituted to include directors with both the skills and experience needed to create value and an understanding of their duties to the Company’s stakeholders – qualities that we have found to be severely lacking on the current Board.
Voss’s Approach to the Future of Thunderbird
As previously stated, Voss has been a shareholder of Thunderbird for over two years and currently beneficially owns 13.3% of the Company’s outstanding shares. Like many Thunderbird investors, we have been disappointed by the public markets’ lack of recognition of the Company’s continued operational strength. Over the course of our investment, we have regularly engaged with management to offer suggestions that we believe would help remedy the valuation disconnect between our estimation of Thunderbird’s intrinsic value and its stock price. More recently, we brought these concerns to the Board in the hope that it would be receptive to our well-researched and actionable plan for value creation through the full exploration of all strategic options available to the Company.
As we explained to the Board, we strongly believe that current media and entertainment industry dynamics present Thunderbird with a unique opportunity to unlock value for shareholders by undertaking a thorough strategic process, including the potential positioning of Thunderbird as an acquisition target. Unfortunately, the Chairman of the Board indicated that the Board will instead remain committed to pursuing its disappointing acquisition strategy, on which it has failed to execute or achieve any tangible results over the last several years. We firmly believe that Thunderbird has lost credibility in the public markets, and as a result, no longer has the requisite cost of capital to be an industry consolidator and that to instead ignore all strategic alternatives would be a costly mistake. More worrisome is that the Board has not put forward any credible alternative plan to create value.
As a result, Voss has, at its own time, expense and risk, nominated six individuals with extensive experience in the media industry who we believe can unlock significant value through a formal and comprehensive strategic review.
Board’s Lack of Accountability
Recent engagements with the Board have clearly demonstrated to us that it has lost sight of its responsibilities and has no credible plan to create value. Instead, we have witnessed the Board engage in a disturbing pattern of actions, which appear aimed at avoiding being held accountable to Thunderbird’s shareholders, which are detailed below.
- The Board has been slow to respond and at times has not even acknowledged Voss’s recent communications. In one case, after sending a letter to the Board detailing our concerns, and then following up two weeks later, the Chairman of the Board said she didn’t realize a letter from us, the Company’s largest shareholder, warranted a response. Examples like this demonstrate the Board’s utter lack of understanding of basic corporate governance and their accountability to its stakeholders and shareholders.
- The Board has announced that it has postponed its 2022 Annual Meeting of Shareholders (the “2022 Meeting”), potentially as far out as March 6, 2023, without offering any compelling justification. Notably, postponing the 2022 Meeting past December 31st, 2022 would violate the Company’s own Articles and for which it is seeking special approval. While Voss complied with the Company’s Articles in submitting its nominations, it appears that the Board simply does not want to follow the Company’s own rules when faced with the possibility of shareholders holding them accountable with their votes.
- The Board has refused to discuss the postponement when asked to do so by Voss or provide any details with respect to the Company’s submission to the British Columbia Registrar of Companies to approve the postponement.
- After not responding to multiple Voss communications, the Board finally broke its silence with a press release that contends (and transparently relies on misinterpreting required disclosure) that Voss is somehow working with Mr. Frank Giustra, a current director of the Company. Quite the opposite, Voss is in no way expecting, needing, or wanting Mr. Giustra’s support in its campaign to bring about much-needed change at the Company. In fact, Voss believes that Mr. Giustra is at the very core of the issues that have been plaguing Thunderbird. His close relationships with the majority of the Board is a prime example of the troubling lack of independence and poor corporate governance that we believe our nominees can rectify.
The Board has been unwilling or unable to respond to a single substantive criticism raised either privately or publicly by Voss. We find the Board’s recent attempt to distract shareholders with a misinterpretation of boilerplate legal disclosure to be yet another procrastination tactic aimed at avoiding accountability, like the postponement of the 2022 Meeting.
Voss is confident that it has the support of many other large shareholders who share its deep concerns regarding the strategic direction of Thunderbird under the Board's leadership. We have nominated a slate of six highly qualified directors that understand and will prioritize all stakeholder interests in the boardroom, and will work to increase engagement with shareholders.
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.
On November 7, 2022, Thunderbird announced that it would be postponing its annual general and special meeting (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. Voss’s 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 a proxy circular to shareholders of Thunderbird, together with a 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 email@example.com.
Information in Support of Public Broadcast Solicitation
Voss is relying on the exemption under section 9.2(4) of National Instrument 52‐102 ‐ Continuous Disclosure Obligations to make this public broadcast solicitation and the corresponding exemption under the Business Corporations Act (British Columbia) (the “Act”). 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 dated November 9, 2022 (the “Voss Circular”) containing the information required by Form 51‐102F5 – Information Circular and the Act 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 contemplates entering into an agreement with Carson Proxy Advisors Ltd. (“Carson”) pursuant to which Carson would act as Voss’s proxy solicitation agent. The fees payable by Voss to Carson in consideration for those services would be included in that agreement.
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 proxy circular, once 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 nonregistered 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 for the Board of Thunderbird, 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.