Thunderbird defends itself against attempted hedge fund takeover

Vancouver-headquartered Thunderbird Entertainment Group continues to clap back at assertions by its largest shareholder that it’s avoiding accountability to its investors.

Texas-based hedge fund Voss Capital, which owns 13.3% of outstanding shares in the production, distribution and rights management company that’s behind shows like Kim’s Convenience and Highway Thru Hell, is making a play to reconstitute Thunderbird’s existing board of directors with a competing slate of nominees at the company’s upcoming annual general meeting.

The hedge fund, which has held shares in Thunderbird for the last two years, stated in a release last week that the company had lost credibility in the public market and the board should 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.”

“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…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,” Voss’ statement continued.

Thunderbird says contrary to assertions by Voss, the company is executing on its strategic plan and creating long-term value. Revenue was up 34% year-over-year for the fiscal year ended June 30. From fiscal 2020 through year-end 2022, revenue increased 83%, while earnings before interest, taxes, depreciation, and amortization (EBITDA) increased 30%. The company says based on a closing price of $3.20 prior to Voss’s announcement on Nov. 4, Thunderbird’s shares are up by 39% from the opening price of $2.30 on the company’s initial day of trading in November 2018.

By contrast, the company noted that the shares of similarly-sized Canadian peers, WildBrain (-28%), Boat Rocker (-67%), and VerticalScope (-71%) have all declined in value over the same period.

Thunderbird, which has offices in Los Angeles, Toronto, and Ottawa, in addition to Vancouver, questions Voss Capital’s claim that it has a detailed business and management plan.

“Voss has avoided doing so thus far, instead suggesting a strategic alternatives review, which is not a plan,” stated Thunderbird. “Voss is mistaken in its assertion that it can unlock value for Thunderbird shareholders simply by putting up a ‘for sale’ sign. The prospect of a premium is limited not just by the current market environment but also by deal risk for non-Canadian bidders.”

Thunderbird says it’s also confirmed it has the support of director and shareholder Frank Giustra, despite claims to the contrary by Voss. Giustra – who owns 12.8% of issued and outstanding shares – intends to stand for re-election as part of Thunderbird’s slate at the upcoming AGM, which has been deferred from Dec. 6 to the first quarter of 2023.

Thunderbird has engaged Cassels Brock & Blackwell LLP as legal advisor, Morrow Sodali (Canada) Ltd. as proxy solicitor and strategic advisor and Longview Communications and Public Affairs as communications advisor.

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