Thunderbird Shareholder Sieve Capital Calls on Investors to Vote NO — “This Deal Locks You In, Shuts You Out, and Leaves You With Less”

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sieve Capital, a concerned shareholder who collectively owns or advises 7.0% of outstanding shares of Thunderbird Entertainment Group Inc. (TSXV: TBRD, OTC: THBRF) today called on fellow shareholders to vote NO immediately on the proposed plan of arrangement with Blue Ant Media Inc. (TSX: BAMI), warning that the transaction forces shareholders into an illiquid, controlled structure while stripping them of real voting power.

Under the deal, Thunderbird shareholders are required to give up a stock that trades actively at 28 times more average volume than Blue Ant shares, dramatically increasing exit risk. Cash is capped, meaning many shareholders are forced into thinly traded equity whether they want it or not.

The process itself raises serious red flags. Thunderbird’s lead director, Asha Daniere, is a former Blue Ant executive, yet the board approved the transaction without a go-shop or post-signing market check — denying shareholders any assurance that this deal represents the best available outcome. Should a former Blue Ant executive be on the special committee advising shareholders to accept an acquisition by Blue Ant?

It gets worse. Dave Lazzarato is the head of the special committee recommending this transaction. Buried in the arrangement agreement is a clause that would appoint Lazzarato to Blue Ant’s board upon approval. Earlier in his career he was a “Senior Executive” at Alliance Atlantis, a company owned and managed by Blue Ant’s CEO.

To quote Michael MacMillan on the M&A call from the day of the announcement: Thunderbird’s sale “was not part of the bidding process.”

Even more troubling, approximately 37% of Thunderbird shares were locked up under voting support agreements at signing, effectively pre-wiring the outcome and making it extraordinarily difficult for any competing proposal to succeed, regardless of value. Are these directors maximizing value, and why did Jennifer Twiner McCarron, the CEO, abstain from exercising her board vote on the transaction?

Shareholders also face a permanent loss of influence. After the transaction, they will hold subordinate voting shares in a controlled company, limiting their ability to influence governance, strategy, or future transactions. Do Thunderbird shareholders wish to own stock in a company where one person has control?

Finally, the Company refused to provide earnings guidance while operating independently, which led to a greater than 25% drop in the stock, only to introduce guidance at the moment the deal was announced only weeks later, leaving shareholders to assess the Company’s standalone value only after the outcome was effectively set. Was this coincidental or board orchestrated to make the Blue Ant offer look better than it is?

“This deal asks shareholders to accept forced illiquidity, reduced voting power, and a process that was constrained from the start,” Gavin Richey, Managing Member of Sieve Capital, said. “That is not what a fair transaction looks like. I am voting NO, and shareholders who care about their rights and value should do the same.”

Approval requires a 66⅔% vote. If you do not vote, your silence helps this deal pass.

Shareholders should log in today to their brokerage or proxy platform and cast their vote NO.