Renegade Issues Open Letter Urging Shareholders to Reject Attempted
Board Takeover by FrontFour
Calls on shareholders to vote their WHITE proxy on January 28,
2014 meeting
CALGARY, ALBERTA--(Marketwired - Jan 15, 2014) - Renegade
Petroleum Ltd. (Renegade or the Company) (TSX-VENTURE:RPL) today
issued an open letter advising shareholders to reject an attempted
takeover of the board of Renegade by FrontFour Capital Group LLC, a
dissident group headed by Zachary George, a U.S.-based hedge fund
manager. The full text of the letter is attached to this news
release.
The letter will be mailed to shareholders of record as of
December 9, 2013 and a copy of the letter will be available under
Renegade's profile on SEDAR at www.sedar.com and on Renegade's
website at www.renegadepetroleum.com.
Further information about the matters to be considered at the
January 28, 2014 meeting can be found in Renegade's management
information circular dated December 12, 2013.
Shareholders are urged to vote their WHITE proxy in favour of
Renegade's current board of directors prior to the proxy cut-off at
11:00 a.m. (Calgary time) on January 24, 2014:
If you have any questions or need assistance in voting your
WHITE form of proxy, please contact Kingsdale Shareholder Services
Inc., at 1-866-581-1514 (toll-free in North America), or
416-867-2272 (collect calls accepted) outside North America or by
email at contactus@kingsdaleshareholder.com.
CORPORATE INFORMATION
Renegade is a light oil focused development and production
company with assets located in Saskatchewan, Alberta, Manitoba and
North Dakota. Renegade's common shares trade on the TSX Venture
Exchange under the symbol RPL.
FORWARD-LOOKING STATEMENTS
Statements in this document may contain forward-looking
statements or information within the meaning of applicable
securities laws. The reader is cautioned that assumptions used in
the preparation of such information may prove to be incorrect.
Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are
beyond the control of the Company. In addition, forward-looking
statements or information are based on a number of factors and
assumptions which have been used to develop such statements and
information but which may prove to be incorrect. Although the
Company believes that the expectations reflected in such
forward-looking statements or information are reasonable, undue
reliance should not be placed on forward-looking statements because
the Company can give no assurance that such expectations will prove
to be correct. The forward-looking statements contained in this
news release are made as at the date of this news release and the
Company does not undertake any obligation to update publicly or to
revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
(Full text of Thomas Budd's letter follows)
January 15, 2014
Dear Renegade Shareholder:
We are writing to seek your support for YOUR company, Renegade
Petroleum Ltd., at a time when a dissident group, led by Zachary
George (formerly of the aptly named "Pirate Capital"), a
U.S.-based hedge fund manager who manages 6.6% of the company's
stock, is attempting to seize 100% control of YOUR board. FrontFour
has repeatedly relied on unfounded speculation, gross
misrepresentations and errors in even basic financial analysis in
an attempt to discredit the good work of YOUR board and downplay
the progress that has been made to rebuild the company.
We want to provide you with important facts to dispel the
misinformation disseminated by Zachary George and his opportunistic
hedge fund.
The truth about
FrontFour's motivations - FrontFour's previous
behaviour shows that they are interested in their own fund investors'
profits,
with little regard for the interests of other shareholders,
particularly long-term shareholders who have purchased stock at
higher prices than FrontFour. FrontFour claims that "over the
last five years, FrontFour has delivered compound annual returns
greater than 23.5%, net of fees, to its investors".
This statement is
irrelevant and potentially dangerous to Renegade
shareholders. Hedge funds frequently profit by betting
against companies they target, to the detriment of all
shareholders. We challenge FrontFour to fully disclose the nature
of all positions it has ever taken in Renegade, including the
rumoured short positions that were taken to drive down Renegade
stock prices.
FrontFour Nominees
do not have favourable track records - For example:
Tim Granger failed in all three of his attempts to turn-around
distressed companies:
- While Tim Granger was CEO of Lone Pine Resources, share price
declined 96%. The
company is currently under CCAA protection. The CCAA or
Companies' Creditors Arrangement Act is a federal statute
permitting insolvent companies in debt to creditors the ability to
restructure their business.
- Prior to joining Lone Pine, he was CEO of Molopo Energy and was
fired after one year, having destroyed 56% of per share value.
- Prior to joining Molopo, he was the CEO of Compton Petroleum,
during which time the company lost 97% of value. The FrontFour
circular selectively disclosed the increase to the market
capitalization of Compton, which is misleading and intended to
deflect attention from the true performance of the company during
Mr. Granger's tenure.
Ryan Dunfield sat on the boards of several public companies
where shareholders lost significant value during his tenure. For
example, at Alston Energy, Ryan Dunfield was on the audit committee
and resigned after the stock lost 70% of its value. That company is
now in CCAA. He also sat on the boards of Solimar Energy and
Cardero Resources that similarly lost 70-80% of their value during
his tenure.
Randall Best has no experience on public company boards.
Murray Sinclair sits on six different company boards and will
find it extremely difficult to devote any time and attention to
Renegade if elected. He also sat on the board of two companies that
were cease-traded.
FrontFour's
nominees' REAL track record is a recipe for failure -
FrontFour's director nominees have a checkered track record with
respect to shareholder returns. The chart below reflects these
nominees' history in providing shareholder value by measuring the
Total Shareholder Return (TSR) of those companies during each of
their tenures:
Company |
|
Role |
|
Start Date |
|
End Date |
|
TSR |
FrontFour Nominee: David Pope Avg.: -6.5% |
Veresen Inc |
|
Chief Commercial Officer |
|
Sep-4-2013 |
|
Dec-17-2013 |
|
15.1% |
Niska Gas |
|
CEO |
|
May-11-2010 |
|
Jun-10-2011 |
|
-6.1% |
Zorin Exploration |
|
Director |
|
Nov-27-2001 |
|
Mar-19-2004 |
|
-28.6% |
FrontFour Nominee: Ryan Dunfield Avg.: -47.2% |
Cardero Resource |
|
Director |
|
Sep-14-2012 |
|
Dec-17-2013 |
|
-77.0% |
Solimar Energy |
|
Director |
|
Aug-2-2012 |
|
Jul-22-2013 |
|
-62.5% |
Alston Energy |
|
Director |
|
Jul-17-2012 |
|
Mar-12-2013 |
|
-68.4% |
CanRock Energy |
|
Director |
|
Sep-20-2011 |
|
Jul-17-2012 |
|
19.2% |
FrontFour Nominee: Tim Granger Avg.: -64.3% |
Lone Pine Resources |
|
CEO |
|
Apr-19-2013 |
|
Sep-24-2013 |
|
-96.3% |
Molopo Energy |
|
President |
|
Nov-29-2011 |
|
Jan-16-2013 |
|
-56.5% |
Compton Petroleum |
|
CEO |
|
Jan-6-2009 |
|
Nov-28-2011 |
|
-97.2% |
Paramount Energy Trust |
|
COO |
|
Oct-17-2008 |
|
Jan-9-2009 |
|
-7.2% |
FrontFour's
proposed nominees show how hypocritical they are -
FrontFour complains about the corporate relationships of the
Renegade board members, the majority of whom were recently elected
at the September 2013 annual general and special meeting, and yet
they want to replace the entire board with Zachary George's
hand-picked friends and business associates. If elected, these
FrontFour nominees will be loyal to FrontFour, NOT to YOU. For
example,
- Zachary George
is the managing director of FrontFour;
- Zachary George and Stephen Slack both sat on the
board of Cornell Companies Inc.;
- Ryan Dunfield
currently works for and reports to Zachary George at FrontFour. In
addition, prior to joining FrontFour, Mr. Dunfield worked for and
reported to David Pope at Second City Capital;
- David Pope was
a Managing Director at Second City Capital prior to joining Veresen
Inc. in September of 2013. Such employment history, which would
have highlighted a relationship with Mr. Dunfield and highlighted
the unsuccessful Second City Capital Partners III, Limited
Partnership, was disclosed in the press release by Veresen, but not
disclosed in the circular filed by FrontFour; and
- Tim Granger, we
understand, when he was CEO of Molopo Energy Limited had many
dealings with David Pope and Ryan Dunfield as investors while those
two were with at Second City Capital Partners.
Contrary to FrontFour's claims, FrontFour nominees are not fully
independent of FrontFour and if elected to the board will work to
advance FrontFour's agenda and interests, NOT YOURS.
FrontFour has no
plan - FrontFour's proposed "business plan" merely
copies Renegade's own publicly disclosed business strategy and
certain plans discussed openly with Zachary George by Steven Sharpe
and Thomas Budd prior to FrontFour launching this wasteful proxy
contest and adds no new thinking. The only "ideas" that differ from
the board's strategy in FrontFour's so-called "business plan" are:
(a) the migration of Renegade's listing from the TSX Venture
Exchange to the TSX which, in your board's view, would do nothing
more than increase Renegade's public company costs and expenses,
with little or no corresponding benefit; and (b) a proposed share
consolidation, which offers no tangible value to shareholders and
will likely cause sale of the stock by the resulting odd-lot
holders and further downward pressure on our share price.
The principals of
FrontFour are misrepresenting their shareholdings -
Contrary to the misrepresentation in FrontFour's cover letter in
its circular, none of the FrontFour nominees "own" the shares held
by FrontFour (other than Murray Sinclair). At best, Zachary George
and his partners at FrontFour "manage" a 6.6% block of shares held
by their hedge fund and their personal economic exposure is likely
immaterial. The FrontFour nominees are likely no more "aligned"
with our shareholders than our current directors, who are not able
to buy Renegade stock due to the blackout period imposed on
insiders of the company as a result of the strategic review process
that is currently underway.
FrontFour's
requisition was flawed and is now blaming Renegade for
it - By the way that FrontFour structured the
requisition of the meeting, Renegade is required to use
slate-based voting rather than individual voting. The FrontFour
requisition for the meeting called for the removal of ALL incumbent
Renegade directors to be replaced entirely with FrontFour's
slate. An exact copy of the resolutions that the dissidents
required us to put to shareholders is appended to this letter as
Exhibit A.
FrontFour now falsely claims that we have proposed slate-based
voting when its own requisition specifically asked for such a
vote.
FrontFour is lying to
you. Slate-based voting was FrontFour's idea and we have
simply complied with their requisition, which we are required to do
by law. We remind shareholders that Renegade employed individual
(not slate) voting at our 2013 AGM and we intend to employ
individual (not slate) voting at our upcoming 2014 AGM.
Despite the fact that FrontFour has circulated a proxy card that
is confusing and inconsistent with what they asked for, voting at
the meeting will be conducted in accordance with their original
requisition.
Zachary George's
behaviour is preventing a settlement - The Renegade
board has always been open to a reasonable resolution that provides
appropriate pro rata representation, as long as the board
remains constituted with highly qualified individuals with the
requisite oil and gas expertise and experience to best represent
our shareholder's interests. On the contrary, not only does Zachary
George not have the right experience or credentials, but he refused
to enter into good faith discussions with Renegade prior to
instigating this costly and wasteful proxy contest. In response to
an initial demand by FrontFour to appoint its nominees to the
board, we wrote to FrontFour on October 11, 2013 asking for résumés
of those nominees with a view to entering into negotiations.
FrontFour ignored us and would not return our Chairman's phone
call. Zachary George is now lying about this.
FrontFour's attempt to lay the blame for the current proxy
battle on the company is a clear indication of how this dissident
hedge fund operates. It is highly disingenuous to blame the company
for "unnecessary expenditures" as a result of the requisitioned
meeting, which FrontFour itself initiated, not to mention the fact
that FrontFour intends
to reimburse itself with YOUR money if it wins the proxy
contest. It is regrettable that FrontFour is now
resorting to personal attacks in the media and circulating false
and misleading claims to further its campaign rather than taking a
responsible and professional approach that is in the best interests
of Renegade and all of its shareholders.
Our strategic
review is generating results - As you are aware, the
special committee is investigating a range of value-enhancing
alternatives. In response to the challenges facing the company,
since the commencement of the strategic review, Renegade has, among
other things: (a) significantly reduced debt while retaining its
highest quality, low decline assets through $160.5 million of
strategic disposition; and (b) made significant improvements at the
board and management levels. These changes re-position Renegade not
only as a go-forward entity, but also as a more attractive
potential business combination partner.
FrontFour's claims that the strategic review has taken too long
and has been of no benefit to shareholders demonstrates FrontFour's
short-term focus and Zachary George's lack of experience and
understanding of the oil and gas sector and strategic review
processes in general. For example, shortly after the FrontFour
requisition, the special committee received numerous expressions of
interest for the assets that comprised the two most recently
announced dispositions. While those bids would have amounted to a
reduction in leverage, YOUR board believed that if they were
patient, a better outcome would be available. As a result of this
prudent approach, the company will receive in excess of 25% more
proceeds than what was offered by the initial bidders.
Your board has remained patient, staying committed to resisting
opportunistic bidders and only pursuing courses of action that are
in the long-term, best interests of Renegade and YOU, the
shareholders. We will continue to represent YOUR interests.
Protect Your
Investment.
We urge you, our valued shareholder, to protect your investment
and reject FrontFour's attempt to take control of your company. All
Renegade's shareholders, not just FrontFour, should be the ones to
realize the long-term potential value from the successful
completion of the board's strategic review process.
JUST SAY NO TO
FRONTFOUR.
With NO plan and NO control premium offered to Renegade
shareholders during this critical stage in Renegade's existence,
FrontFour's proposed changes to the board are NOT in the best
interests of Renegade and its shareholders.
Vote your
WHITE proxy card
AGAINST FrontFour's resolutions.
Regardless of how many shares you own, or whether you plan to
attend the upcoming meeting on January 28, 2014 or not, it is
imperative that you vote your WHITE proxy AGAINST FrontFour's
resolutions in order to stop FrontFour now.
You may vote your WHITE proxy by telephone or
internet, or by signing, dating, and returning the enclosed
WHITE proxy in the
postage-paid envelope provided. Only your last-dated proxy will
count - any proxy may be revoked at any time prior to its exercise
at the meeting as described in the accompanying management
information circular.
Shareholders are urged to vote their WHITE proxy in favour of
Renegade's current board of directors prior to the proxy cut-off at
11:00 a.m. (Calgary time) on January 24, 2014.
If you have any questions, please contact Kingsdale Shareholder
Services Inc., which is assisting us in connection with the
meeting, at 1-866-581-1514 toll-free in North America, or
416-867-2272 outside North America or by email at
contactus@kingsdaleshareholder.com.
On behalf of the entire board and management, we would like to
thank you for your continued support of Renegade, as we complete
our strategic review process and move Renegade forward in the right
direction.
Yours truly,
Thomas Budd, Chairman of the Board of Directors
Exhibit A
FrontFour's
Requisitioned Resolutions
BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT the following
directors of the Corporation be and are hereby removed from such
office pursuant to Section 109(1) of the Alberta Business
Corporations Act:
- Thomas Budd;
- Daryl Clark;
- Jay Reid;
- Herbert Pinder;
- Steven Sharpe; and
- Keith Turnbull.
BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT the number of
directors be seven (7), as may be adjusted between shareholders'
meetings by way of resolution of the Board.
BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT the following
persons be and are hereby elected as the directors of the
Corporation, to fill the vacancies created by the foregoing removal
of the directors and any other vacancies by the election pursuant
to Section 109(3) of the Alberta Business Corporations Act, to hold
office until the close of the first annual meeting of shareholders
following their election:
- Zachary George;
- Murray Sinclair;
- Stephen Slack;
- Tim Granger;
- Randy Best;
- David Pope; and
- Ryan Dunfield.
Any questions and
requests for assistance may be directed to the Proxy Solicitation
Agent:
Kingsdale
Shareholder Services Inc.
The Exchange Tower |
130 King Street West,
Suite 2950, P.O. Box 361 |
Toronto, Ontario |
M5X 1E2 |
www.kingsdaleshareholder.com |
North American
Toll Free Phone:
1-866-581-1514
Email:
contactus@kingsdaleshareholder.com
Facsimile:
416-867-2271
Toll Free
Facsimile: 1-866-545-5580
Outside North
America, Banks and Brokers Call Collect: 416-867-2272
Renegade Petroleum Ltd.Andrew Greenslade Interim CEO(403)
930-1102Renegade Petroleum Ltd.Mark LobelloInterim CFO(403)
355-8921www.renegadepetroleum.comKingsdale CommunicationsNancy
White(416) 867-2338nwhite@kingsdalecommunications.com
Renegade Petroleum Ltd. (TSXV:RPL)
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