Thunderbird Entertainment Group has announced it’s entered into a cooperation agreement with Voss Capital LLC, the Vancouver-headquartered producer and distributor’s largest shareholder, following a proxy fight.
The Texas-based hedge fund, which owns 13.3% of outstanding shares in the company, made a play in November to reconstitute Thunderbird’s board with its own slate of directors, saying the publicly-traded prodco had lost credibility in the market despite revenue growth of 34% year-over-year for the fiscal year ended June 30 and share gains of 39% from the opening price of $2.30 on the company’s initial day of trading in November 2018.
The cooperation agreement sees company co-founder Frank Giustra and former Lionsgate and Alliance Atlantis executive Marni Wieshofer, Interim Chair of the Board and Head of the Audit Committee, resign.
“Today I officially resigned from the board of Thunderbird Entertainment, a company I helped found 12 years ago,” said Giustra in a statement. “Thunderbird remained the only public company board I served on after I decided a number of years ago to spend the majority of my time on my philanthropic works and as co-chair of International Crisis Group. I remained on Thunderbird’s board out of my admiration for Jennifer McCarron’s leadership, my respect for the rest of the management team and, more importantly, because we were executing an intelligent growth strategy that set us apart from many of our peers.”
“Proxy fights such as this one are expensive and destructive, where the only beneficiaries are lawyers. And regardless of who wins, it’s the shareholders who pay the costs,” continued Giustra, the company’s second-largest shareholder with 12.8% of issued and outstanding shares. “I respect Thunderbird board’s decision to avoid those costs and peril to the company’s ongoing business by settling with Voss. However, given my strong views and busy schedule, I have decided it best that I resign, effective immediately. I sincerely hope that the reconstituted board will determine that the Voss approach is not only wrong, but potentially damaging to shareholder value.”
Giustra and Wieshofer will be replaced by two new independent directors put forward by Voss, Asha Daniere and Mark Trachuk, as well as a third nominee to be put forward by Voss at the company’s upcoming annual general meeting scheduled for March 6. Daniere was the former EVP of Legal and Business Affairs at Blue Ant Media and former Chair of the TIFF Governance Committee, as a member of the festival’s board. Trachuk, a retired partner in Toronto’s Osler, Hoskin & Harcourt LLP, is a former director of Entertainment One, where he also served as general counsel.
Continuing on the board are CEO Jennifer Twiner McCarron and directors Azim Jamal, Linda Michaelson, and Jérôme Levy. Twiner McCarron has taken on the additional role of Board Chair and Trachuk has been appointed Lead Independent Director and will serve as interim Chair of the Audit Committee.
At the upcoming AGM, Thunderbird will ask shareholders to approve a resolution to increase the size of the board from six to seven directors. Under terms of the cooperation agreement, Voss has withdrawn its slate of proposed nominees and agreed to abide by standstill restrictions until the shareholders meeting. Following the AGM, the board will form an advisory committee to assess the company’s capital allocation strategy and evaluate “strategic opportunities to maximize value.” The agreement will expire on June 30, 2023.
“Thunderbird is committed to a collaborative relationship with our shareholders and to considering all investor perspectives on the company’s existing strategy, as well as longer-term opportunities to create shareholder value as we continue progressing towards our goal of becoming the next major global studio. We look forward to working with Ms. Daniere and Mr. Trachuk for the benefit of all stakeholders,” said Twiner McCarron, in a company release.
“We are confident that with the addition of new, highly-qualified independent directors, Thunderbird is well positioned to continue doing what they do best—create high quality content,” added Travis Cocke, Voss Capital Chief Investment Officer. “We look forward to the nomination of an additional new independent director at the 2022 Annual Meeting, as well as our continued dialogue with the Board and the Thunderbird management team to help the Company drive value for all stakeholders.”
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