Leading Independent Advisory Firm Recommends Shareholders Reject Dissident Attempt to Take Control of Aberdeen InternationalJanuary 19, 2015
Another Independent Proxy Adviser Joins Growing List of Support for AberdeenJanuary 26, 2015
TORONTO, ONTARIO–(Marketwired – Jan. 21, 2015) –
- Court sides with Aberdeen, rejects dissidents ‘ position, and awards costs against the dissidents
- ISS recommends shareholders reject dissidents ‘ attempt to take control of Aberdeen
- Shareholders express concern about Ryan Morris ‘ previous complaints to the SEC and possible criminal investigation in Mexico
Aberdeen International Inc. (TSX:AAB) thanked shareholders for their overwhelming support of the current board of directors, highlighted the growing number of endorsements for the company’s position and addressed mounting shareholder concern about the controversies swirling around Ryan Morris.
Just six days after leading independent proxy advisory firm Institutional Shareholder Services (“ISS”) recommended that shareholders reject Ryan’s attempt to take control of Aberdeen’s board of directors, the facts and shareholders continue to line up to back Aberdeen’s current board and the value of their plan:
- On January 21, 2015, the Ontario Superior Court rejected Ryan’s attempts to replace Bernie Wilson, the lead director of Aberdeen, as chair of the meeting; cure the dissidents’ residency issues in advance of the meeting; attack the company’s form of proxy; and impose unnecessary protocols in advance of the meeting.
- After drawing unwarranted attention to the issue, the dissidents surprisingly chose not to pursue their litigation regarding the private placement shares and change of control payments at this time. Aberdeen believes this is because the dissidents’ litigation is tactical and wholly without merit. In the face of the dissidents’ decision, Aberdeen provided assurances to the court regarding the conduct of the meeting, including tracking the voting of the private placement shares and the timing of any change of control payments (which Aberdeen believes will not be triggered by the meeting results).
- Most tellingly, the court awarded costs against the dissidents as a result of their failed application. Aberdeen announced it is currently reviewing its alternatives to recoup additional funds from the dissidents as a result of their costly and damaging actions.
- ISS highlights that the current board of Aberdeen has outperformed Market Vectors Junior Gold Miners ETF and steadily reduced compensation for three straight years.
- ISS recommends shareholders reject Ryan’s attempt to take control of Aberdeen because of lack of experience, short-term plan, intent to buy votes, and the increased risk his approach poses to Aberdeen.
- Several of Aberdeen’s shareholders have expressed concern about previous complaints to the SEC and public reports of a criminal investigation in Mexico. Shareholders are right to ask Ryan to come clean before the proxy cutoff what complaints have been filed against him and the details of any possible criminal charges.
When confronted with the reality that shareholders, an independent proxy advisory firm, and the court have all rejected his cashless takeover attempt, Ryan has become increasingly distressed, desperately throwing mud and making outlandish accusations we’re not sure even he believes.
While Ryan will flail, mislead, and swerve guardrail to guardrail to try to preserve his failing takeover attempt the facts are clear:
- Ryan’s interest is directly opposed to the interests of all other long-term shareholders. Ryan only really became interested in Aberdeen in the last three months and has admitted he wants to make a short-term profit and get out of his stock by liquidating as much of the company as he can in a fire sale. While this may make sense for Ryan because he only recently bought his stock position at $0.15 1/2 per share, it comes at the expense of all other long-term shareholders.
- Ryan has a track record of value destruction. Since 2010, Ryan’s fund Meson Capital has returned a cumulative underperformance against the S&P 500 of -110.5% as of September 30, 2014. As Chairman at Lucas Energy the company had negative cumulative total shareholder returns of -81.69% while the S&P 500 Index returned 61.44%. As a result, Ryan left as chairman and eventually resigned from the board.
- Ryan says he can return cash to shareholders but the reality is when Ryan is done shareholders will be left with a small taxable dividend and a worthless share. Due to Ryan’s “scorched wallet” campaign, the costs to take over Aberdeen will eat up most of the remaining value of Aberdeen’s liquid stock holdings. His plan says that shareholders and Aberdeen will pick up the tab for his expenses, including costly lawyers’ fees and vote buying. His course of action will also trigger change of control provisions -which he claims to worry about – leading to additional transaction costs at the expense of shareholders.
- Ryan and his hand-picked nominees are not qualified and lack the expertise needed to create shareholder value. Not one of them has served as a director or executive of a mining company. Only one has director or management experience with a Canadian public company.
Shareholders’ message to Ryan is clear: Stop trying to fool around with our investment so you can benefit. Let Aberdeen’s strong, experienced board get on with their plan to create long-term value for all shareholders.
Aberdeen would like to thank all shareholders who have voted their BLUE proxy. If you have not yet voted, we encourage you to read our recent letter outlining the truth about Ryan’s plan to destroy long-term value. A copy of the letter can be found here: http://media3.marketwire.com/docs/AberdeenShareholderLetter.pdf
Shareholders are urged to vote their BLUE proxy in favour of Aberdeen’s current board of directors prior to the proxy cut-off at 11:00 a.m. (Toronto time) on January 30, 2015:
Proxy Voting Instructions
Regardless of how many shares you own it’s imperative that you vote your BLUE proxy:
- AGAINST the first resolution to remove the current board
- FOR Aberdeen’s seven highly qualified current board nomineesWITHHOLD votes from Ryan’s dissident slate of nominees
Make sure you vote well in advance of the proxy cut-off at 11:00 a.m. EST on January 30th, 2015 using the control number on the BLUE proxy or voting instruction form. Even if you have voted the Gold proxy, it is not too late. A later-dated BLUE proxy will replace any previously voted Gold proxy.
If you have any questions or need assistance in voting your BLUE proxy or voting instruction form, please contact Kingsdale Shareholder Services, at 1-866-851-9601 (toll-free in North America), or 416-867-2272 (collect calls accepted) outside North America or by email at firstname.lastname@example.org.
Aberdeen is a publicly traded global investment and merchant banking company focused on small cap companies in the resource sector. Aberdeen will seek to acquire significant equity participation in pre-IPO and/or early stage public resource companies with undeveloped or undervalued high-quality resources. Aberdeen will focus on companies that: (i) are in need of managerial, technical and financial resources to realize their full potential; (ii) are undervalued in foreign capital markets; and/or (iii) operate in jurisdictions with low to moderate local political risk. Aberdeen will seek to provide value-added managerial and board advisory services to companies.
For additional information, please visit our website at www.aberdeeninternational.ca and follow us on Facebook and Twitter: AberdeenAAB.
Except for statements of historical fact contained herein, the information in this press release constitutes “forward-looking information” within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may”, “will” and include without limitation, the implementation of the Company’s action plan, statements regarding the business activities of the Company and possible investment opportunities, the potential of certain investments, the ability of the Company to generate additional value for shareholders, past success as an indicator of future success. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, competition, financing risks, acquisition risks, risks inherent in the mining industry, regulatory risks and other risks described in Aberdeen’s annual information form. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
Kingsdale Shareholder Services
North American Toll Free: 1-866-851-9601
International Collect Call: 416-867-2272
For Media Inquiries:
Vice President, Communications
Kingsdale Shareholder Services
Direct: 416-867-2333 or Cell: 647-621-2646
Manager, Investor Relations
Aberdeen International Inc.
President and Chief Executive Officer
Aberdeen International Inc.