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Expresses Issues with Present Board’s Strategic Course and Lack of Responsiveness to Shareholder Issues
Urges Administration Crew and Board to Decide to Formal Strategic Overview
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HOUSTON — Voss Capital, LLC, along with its associates (“Voss”, “we” or “our”), a high shareholder of Thunderbird Leisure Group Inc. (CVE: TBRD) (“Thunderbird” or the “Firm”), right now introduced its nomination of as much as six administrators for election to Thunderbird’s Board of Administrators (the “Board”) on the Firm’s annual basic and particular assembly of shareholders, beforehand scheduled for December 6, 2022 (the “2022 Annual Assembly”). Voss has nominated six extremely certified director candidates to raised signify shareholder pursuits within the boardroom and produce the expertise and abilities wanted to unlock worth at Thunderbird by the exploration of a proper strategic assessment. Voss’s extremely certified nominees embody Heather Conway, Asha Daniere, Peggy Hwan Hebard, Taylor Henderson, Mark Trachuk and Shannon Valliant (collectively, the “Voss Nominees”). Relying on the full variety of administrators eligible for election on the 2022 Annual Assembly, we reserve the best to withdraw, not withdraw or nominate further candidates to the Board, topic to the Firm’s governing paperwork and relevant regulation.
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Voss has been a shareholder of Thunderbird Leisure for over two years and at present beneficially owns 13.3% of the Firm’s shares excellent. Over the course of our funding, we’ve carefully monitored the Firm, adopted trade developments, and commonly engaged with Thunderbird’s administration workforce. Whereas we’ve been vocal supporters of the Firm and its operational prowess, we’re disillusioned by the present Board’s strategic route, in addition to its obvious lack of urgency to create worth and unresponsiveness to shareholder issues.
We consider the Thunderbird Board has did not make the most of key alternatives for value-creation and is main the Firm in a harmful strategic route, issues we consider we share with many shareholders. For instance, the Board continues to myopically pursue a failed acquisition technique targeted on shopping for up smaller studios, moderately than recognizing the present M&A panorama of the leisure trade and the massive potential worth of Thunderbird in that panorama.
When Voss has expressed these and different issues to the Board, we had been met with a scarcity of engagement and didn’t really feel that our solutions had been critically thought-about. The truth is, certainly one of our current communications to the Board didn’t obtain a response for almost three weeks and, after we did hear again, most of the essential factors we raised (together with concerning M&A technique) had been both dismissed or fully ignored. Thunderbird’s current announcement of an up-to-three-month delay of the 2022 Annual Assembly solely reinforces this sample of unresponsiveness and demonstrates the Board’s obvious unwillingness to permit shareholders to rightfully and promptly voice their issues as homeowners of the Firm.
“Whereas we consider within the work that Jen and the Thunderbird administration workforce are doing, in our view, the present Board’s unwillingness to totally discover strategic alternate options for the Firm is inserting Thunderbird at a major drawback to opponents,” stated Travis Cocke, Voss’s Chief Funding Officer. “We consider {that a} revitalized and open-minded Board, with deep M&A expertise, in depth data of the worldwide media trade, and a concentrate on creating shareholder worth will allow Thunderbird to achieve its full potential whereas persevering with to supply the standard artistic content material they’ve come to be identified for.”
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Thunderbird’s inventory worth has languished lengthy sufficient beneath the present Board’s management. Voss’s slate of nominees provides shareholders an opportunity to lastly unlock the worth of their funding by a proper and thorough assessment of strategic alternate options. Voss’s six nominees have in depth expertise within the media trade and have efficiently negotiated a number of advanced offers within the house.
We consider it’s a pivotal time for Thunderbird and the rapidly consolidating media and leisure trade. We consider the time has come within the firm’s journey to totally discover strategic alternate options.
We encourage you to assessment the Voss Nominees’ spectacular {qualifications} under.
Voss Nominee Biographies
Heather Conway
Ms. Conway most not too long ago served as Co-President and Govt Director at Sizzling Docs Canadian Worldwide Documentary Competition, a nonprofit chargeable for the Sizzling Docs Canadian Worldwide Documentary Competition, from November 2021 to June 2022. Previous to that, she served as Govt Vice President of English Providers at Canadian Broadcasting Company (a/ok/a CBC/Radio-Canada), a federal crown broadcast tv and radio firm, from December 2013 to December 2018. Beforehand, Ms. Conway served as Chief Enterprise Officer at Artwork Gallery of Ontario, a premiere artwork museum situated in Toronto, from September 2011 to November 2013 and Chief Govt Officer at Edelman Public Relations, a public relations consultancy firm, from July 2009 to March 2011. Earlier in her profession, Ms. Conway served in a number of roles at Alliance Atlantis Communications Inc. (previously TSX: AAC), a media distribution, broadcast and communications firm that was partially acquired in 2007 by Canwest World Communications, together with as Govt Vice President of Advertising and marketing, Artistic Providers, Public Affairs and Affiliate Advertising and marketing from 2005 to 2007 and Govt Vice President of Company and Public Affairs and Worldwide Channel Improvement from 2001 to 2005. Ms. Conway at present serves on the boards of administrators of American Specific Financial institution of Canada (NYSE: AXP), a monetary companies and cost processing firm, since 2005, and Nice-West Lifeco (OTCMKTS: GWLIF), a monetary companies holding firm and retirement firm, since Could 2019. Beforehand, Ms. Conway served on the board of administrators of IGM Monetary Inc. (OTCMKTS: GWLIF), a wealth and asset administration firm, from Could 2010 to November 2013. Ms. Conway holds a B.A. in Economics from Queen’s College, and a Grasp’s Diploma in Industrial Relations from the College of Warwick.
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Asha Daniere
Ms. Daniere at present serves as a Strategic Advisor at Asha Daniere Prof. Corp., a consulting firm, since March 2020, and as an Teacher and Mentor at Lincoln Alexander Faculty of Regulation, a Toronto regulation faculty, since September 2020. Previous to that, Ms. Daniere served as Govt Vice President of Authorized and Enterprise Affairs at Blue Ant Media, Inc., a broadcasting and media firm, from September 2012 to February 2020 and Senior Vice-President and Common Counsel at Rating Media, Inc. (previously TSX: SCR), a sports activities media firm that was acquired in 2012 by Rogers Communications, Inc. (TSX: RCI.A, NYSE: RCI), from July 2008 to June 2012. Earlier in her profession, Ms. Daniere served as Common Counsel at FUN Applied sciences, Inc. (previously TSX: FUN), an internet gaming firm, from July 2006 to Could 2008, Affiliate Counsel at Siemens Canada Restricted, a producer of digital, electrical, and infrastructure options and a subsidiary of Siemens AG (FWB: SIE), from 2003 to 2006, Director of Enterprise Affairs on the Toronto Blue Jays, an expert baseball workforce, from 2002 to 2003. Ms. Daniere at present serves on the board of administrators of WonderFi Applied sciences, Inc. (OTCMKTS: WONDF), a decentralized finance know-how growth firm since September 2022. Ms. Daniere additionally at present serves on the board of administrators of a number of personal firms, together with SRx Well being Options, a supplier of superior remedy, affected person assist applications, and pharmaceutical companies, since November 2022, and Proactive Group Holdings Inc., a monetary media portal that gives information, commentary and evaluation of listed firms, since September 2021, the place she additionally serves as Chair of the board of administrators. Ms. Daniere beforehand served on the board of administrators of RIV Capital, Inc. (f/ok/a/ Cover Rivers Inc.) (CSE: RIV, OTC: CNPOF), a enterprise capital agency, from Could 2018 to September 2022, the place she additionally served as Chair of the board of administrators from September 2020 to September 2022 and Chair of the Human Assets and Company Governance Committee from Could 2018 to September 2020, MDC Companions, Inc. (NASDAQ: MDCA), an promoting and advertising and marketing holding firm, from June 2020 to September 2021, the place she served as a member of the audit committee, and Tangelo Recreation, Corp. (TSX-VENTURE: GEL), a social on line casino sport growth firm, from December 2015 to September 2018, the place she served as Chair of the Human Assets and Company Governance Committee and Chair of the Particular Committee that oversaw the corporate being taken personal. Ms. Daniere holds a B.A. in Political Science from the College of Toronto and a J.D. from Tulane College Regulation Faculty.
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Peggy Hwan Hebard
Ms. Hwan Hebard has served as Chief Working Officer and Chief Monetary Officer of the Youngsters’s Museum of Manhattan, a museum that emphasizes early childhood schooling, since April 2021. Beforehand, Ms. Hwan Hebard served on the board of Turning Level Manufacturers, Inc. (NYSE: TPB), a producer, marketer and distributor of branded client merchandise, from September 2018 to April 2021, the place she served as a member of the Audit and Compensation Committees. Ms. Hwan Hebard served as a Senior Advisor to the Govt Workplace at The Metropolitan Museum of Artwork from July 2018 to April 2021 and as Senior Advisor to the Director’s Workplace from August 2007 to July 2018. Ms. Hwan Hebard served as a Director within the Gaming and Lodging Group of Customary & Poor’s (n/ok/a S&P World Rankings, NYSE: SPGI), an American credit standing company, from 2002 to 2007. Earlier in her profession, she served as an Affiliate within the Funding Banking Retail Group of Credit score Suisse First Boston (n/ok/a Credit score Suisse Group AG, NYSE: CS) between 2000 to 2002, as a Administration Guide at PricewaterhouseCoopers, a world skilled companies firm and accounting agency, from 1997 to 1999, and as a Senior Audit Affiliate at Coopers & Lybrand, an accounting agency that merged with Worth Waterhouse in 1998, from 1995 to 1997. Ms. Hwan Hebard holds a B.S. in Economics from the Wharton Faculty on the College of Pennsylvania, an M.B.A. from the Yale Faculty of Administration, and a grasp’s diploma in Museum Research from the John Hopkins College Superior Tutorial Packages.
Taylor Henderson
Mr. Henderson has served as an Analyst at Voss Capital, LLC, a elementary research-driven, value-oriented hedge fund targeted on particular conditions, since 2015. Beforehand, Mr. Henderson served as a Summer time Credit score Analyst within the Company and Funding Financial institution Group at JPMorgan Chase & Co. (NYSE: JPM), an American multinational funding financial institution and monetary companies holding firm headquartered in New York Metropolis, in 2015. Mr. Henderson holds a B.S. in Economics from Texas A&M College.
Mark Trachuk
Mr. Trachuk at present serves because the President of Bailgate Consulting Ltd., a enterprise advisory and consulting agency, since January 2022. Mr. Trachuk additionally served as Senior Vice President of Company Improvement at Sullivan Leisure, a world media manufacturing and distribution firm, from January 2022 to Could 2022 and Common Counsel at Leisure One, Ltd. (“eOne”) (LSE: ETO), an leisure content material manufacturing and distribution firm and a subsidiary of Hasbro, Inc. (NASDAQ: HAS), from Could 2018 to April 2020. Beforehand, Mr. Trachuk served as a Senior Accomplice within the Enterprise Regulation Group at Osler, Hoskins & Harcourt LLP (“Osler”), a Canadian-based regulation agency, from 1989 to Could 2018, the place he practiced company and securities regulation with an emphasis on mergers, acquisitions and strategic alliances. Mr. Trachuk at present serves on the board of administrators of Playmaker Capital, Inc. (TSXV: PMKR, OTCQX: PMKRF), a digital sports activities media firm, since June 2021, the place he serves as Chair of the Governance and Nominating Committee, and Almonty Industries, Inc. (TSX: AII), a mining and exploration firm, since January 2011, the place he serves as Chair of the Audit Committee. Mr. Trachuk beforehand served on the board of administrators of eOne from Could 2007 to Could 2010. Mr. Trachuk holds a B.A. in Economics from Carleton College, a J.D. from the College of Ottawa and a LLM in Company Regulation from the London Faculty of Economics. Mr. Trachuk additionally acquired an ICD.D designation from the Institute of Company Administrators by the College of Toronto – Rotman Faculty of Administration in addition to Certificates in Monetary Buying and selling and Choice Technique and in Monetary Evaluation & Funding Administration from the College of Toronto and has acquired a Six Sigma Greenbelt Certification from the Schulich Faculty of Enterprise at York College. Mr. Trachuk is named to bar within the provinces of Ontario and British Columbia and is a certified solicitor in England and Wales.
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Shannon Valliant
Ms. Valliant has most not too long ago served as Chief Monetary Officer of the Canadian Enterprise Processing Group, a subsidiary of Nippon Telegraph and Phone Company (a/ok/a “NTT BPO”) (TYO: 9432, previously NYSE: NTT), a telecommunications firm, from March 2021 to June 2022, Govt In Residence at ScaleUp Ventures, Inc., a enterprise capital agency, from October 2019 to February 2021, and Chief Monetary Officer at Boat Rocker Media, Inc. (TSE: BRMI), a media and content material manufacturing firm, from November 2017 to Could 2019. Beforehand, Ms. Valliant served in a number of roles at Rogers Communications, Inc. (TSX: RCI.A, NYSE: RCI), a Canadian communication and media firm, together with Senior Vice President of the Transformation Administration Workplace from March 2016 to December 2016, Senior Vice President of Business Technique of the Enterprise Enterprise Unit from July 2014 to March 2016, and Vice President of Gadget Administration and Expertise from July 2013 to July 2014. Previous to that, Ms. Valliant served as Vice President of Monetary Operations at Rogers Media, Inc., a broadcast, print and digital media subsidiary of Rogers Communications, Inc., from 2008 to 2013. Earlier in her profession, Ms. Valliant served as Chief Monetary Officer at Nereus Monetary, Inc., an funding and monetary companies firm, from 2004 to 2007, the Founding father of SLV Consulting, Inc., a monetary and operational consulting firm targeted within the know-how trade, from 2002 to 2004, and Chief Monetary Officer at Firm DNA, Inc. (f/ok/a iRecognize Inc.), a software program growth firm working as a subsidiary of Panorama Software program, Ltd., from 2000 to 2002. Ms. Valliant started her profession as an accountant after which Senior Supervisor, Company Restructuring/Insolvency and Company Finance at Ernst & Younger World Restricted, a multinational accounting companies agency. Beforehand, Ms. Valliant served on the boards of administrators of every of NTT BPO from April 2022 to June 2022, in addition to its subsidiary, NTT Philippines, from March 2021 to June 2022 and its sister firm, NTT Canada, from September 2021 to June 2022, Canadian Broadcast Gross sales, a three way partnership with Corus Leisure targeted on audio gross sales and advertising and marketing, from 2008 to 2013, Prime Tv, a three way partnership with Shaw Media targeted on the tv trade, from 2008 to 2013 and Dome Productions, a three way partnership with Bell Media and a manufacturing services supplier, from 2008 to 2013. Ms. Valliant holds a B.Com from the Queen’s College and graduated with distinction on the Dean’s Checklist. Ms. Valliant can be a Chartered Skilled Accountant and beforehand was a Chartered Restructuring and Insolvency Skilled.
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Cautionary Assertion Concerning Ahead-Wanting Statements
This press launch comprises ahead‐trying statements. All statements contained on this submitting that aren’t clearly historic in nature or that essentially rely upon future occasions are ahead‐trying, and the phrases “anticipate,” “consider,” “anticipate,” “estimate,” “plan,” and related expressions are typically meant to establish ahead‐trying statements. These statements are primarily based on present expectations of Voss and at present obtainable info. They aren’t ensures of future efficiency, contain sure dangers and uncertainties which are troublesome to foretell, and are primarily based upon assumptions as to future occasions that will not show to be correct. Voss doesn’t assume any obligation to replace any ahead‐trying statements contained on this press launch.
Extra Data:
On November 7, 2022, Thunderbird introduced that it might be suspending its annual basic and particular assembly (the “2022 Annual Assembly”) beforehand scheduled for December 6, 2022 and that it might maintain the 2022 Annual Assembly no later than March 6, 2023. Voss’s nominees might be thought-about for election on the 2022 Annual Assembly. Relying on the full variety of administrators eligible for election on the 2022 Annual Assembly, we reserve the best to withdraw, not withdraw or nominate further candidates to the Board, topic to the Firm’s governing paperwork and relevant regulation. Previous to the assembly, Voss expects to furnish a proxy round to shareholders of Thunderbird, along with a WHITE proxy card. SHAREHOLDERS OF THUNDERBIRD ARE URGED TO READ THE PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Buyers and shareholders will be capable to acquire free copies of the proxy round and any amendments or dietary supplements thereto and additional proxy circulars at no cost on SEDAR at http://www.sedar.com. As well as, shareholders may also be in a position to acquire free copies of the proxy round and different related paperwork by calling Voss’s proxy solicitor, Carson Proxy Advisors Ltd. (“Carson”), at 1-800-530-5189, native (gather outdoors North America): 416-751-2066 or by electronic mail at [email protected].
Data in Help of Public Broadcast Solicitation
Voss is counting on the exemption beneath part 9.2(4) of Nationwide Instrument 52‐102 ‐ Steady Disclosure Obligations to make this public broadcast solicitation and the corresponding exemption beneath the Enterprise Companies Act (British Columbia) (the “Act”). The next info is supplied in accordance with company and securities legal guidelines relevant to public broadcast solicitations.
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This solicitation is being made by Voss and never by or on behalf of the administration of Thunderbird.
Based in 2011, Voss Capital, LLC is a elementary research-driven, bottom-up, value-oriented supervisor targeted on underfollowed particular conditions. The principal tackle of Voss is 3773 Richmond Avenue, Suite 500 Houston, Texas 77046.
The tackle of Thunderbird is 123 W7th Ave Vancouver, BC, V5Y 1L8, Canada.
Voss has filed an info round dated November 9, 2022 (the “Voss Round”) containing the data required by Type 51‐102F5 – Data Round and the Act in respect of its proposed nominees. The Voss Round is out there on Thunderbird’s firm profile on SEDAR at http://www.sedar.com.
Proxies for the 2022 Annual Assembly could also be solicited by mail, phone, facsimile, electronic mail or different digital means in addition to by newspaper or different media promoting and in particular person by managers, administrators, officers and workers of Voss who won’t be particularly remunerated therefor. As well as, Voss could solicit proxies in reliance upon the general public broadcast exemption to the solicitation necessities beneath relevant Canadian company and securities legal guidelines, conveyed by means of public broadcast, together with press launch, speech or publication, and by every other method permitted beneath relevant Canadian legal guidelines. Voss could interact the companies of a number of brokers and authorize different individuals to help it in soliciting proxies on behalf of Voss.
Voss contemplates coming into into an settlement with Carson Proxy Advisors Ltd. (“Carson”) pursuant to which Carson would act as Voss’s proxy solicitation agent. The charges payable by Voss to Carson in consideration for these companies can be included in that settlement.
All prices incurred for the solicitation might be borne by Voss.
A registered holder of frequent shares of Thunderbird that offers a proxy could revoke it: (a) by finishing and signing a legitimate proxy bearing a later date and returning it in accordance with the directions contained within the type of proxy to be supplied by Voss, or as in any other case supplied within the proxy round, as soon as made obtainable to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder’s legal professional approved in writing, because the case could also be: (i) on the Firm’s registrar and switch agent at any time as much as and together with the final enterprise day previous the day of the 2022 Annual Assembly or any adjournment or postponement of the assembly is to be held, or (ii) with the chairman of the 2022 Annual Assembly previous to its graduation on the day of the assembly or any adjournment or postponement of the assembly; or (c) in every other method permitted by regulation.
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A non‐registered holder of frequent shares of Thunderbird might be entitled to revoke a type of proxy or voting instruction kind given to an middleman at any time by written discover to the middleman in accordance with the directions given to the nonregistered holder by its middleman. It ought to be famous that revocation of proxies or voting directions by a non‐registered holder can take a number of days and even longer to finish and, accordingly, any such revocation ought to be accomplished properly upfront of the deadline prescribed within the type of proxy or voting instruction kind to make sure it’s given impact in respect of the assembly.
Aside from disclosed herein, within the Voss Round or Thunderbird’s public filings, neither Voss nor any of its administrators or officers, or any associates or associates of the foregoing, nor any of Voss’s nominees for the Board of Thunderbird, or their respective associates or associates, has: (i) any materials curiosity, direct or oblique, in any transaction for the reason that starting of Thunderbird’s most not too long ago accomplished monetary yr or in any proposed transaction that has materially affected or would materially have an effect on Thunderbird or any of its subsidiaries; or (ii) any materials curiosity, direct or oblique, by means of useful possession of securities or in any other case, in any matter at present identified to be acted on on the upcoming 2022 Annual Assembly, aside from the election of administrators.
View supply model on businesswire.com: https://www.businesswire.com/information/dwelling/20221109005411/en/
Contacts
Serena Koontz
Head of Investor Relations
Voss Capital, LLC
[email protected]
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