Another Independent Proxy Adviser Joins Growing List of Support for Aberdeen

Support Continues to Grow for Current Aberdeen Board
January 21, 2015
Aberdeen: Vote BLUE Proxy for the Current Board to Protect Your Investment
January 28, 2015
Support Continues to Grow for Current Aberdeen Board
January 21, 2015
Aberdeen: Vote BLUE Proxy for the Current Board to Protect Your Investment
January 28, 2015

TORONTO, ONTARIO–(Marketwired – Jan. 26, 2015) – Aberdeen International Inc. (TSX:AAB) highlights leading independent proxy advisory firm Glass Lewis’ support for the current board. While Glass Lewis is the latest in a growing list of objective third parties to support Aberdeen’s board and reject the cashless takeover attempt by Ryan Morris and Nightscape Capital, Aberdeen urged all shareholders to vote the BLUE proxy to send a strong message to Ryan Morris and Nightscape Capital that a cashless takeover at their expense will not be tolerated.

While Ryan Morris and Nightscape Capital continue to fight tooth and nail at the expense of all other long-term Aberdeen shareholders to preserve their failing take-over attempt, the facts and opposition to their value destroying plan and inexperienced slate of dissident nominees continue to build up against them:

  1. Glass Lewis rejects the dissidents’ takeover attempt of the Aberdeen board.
  2. Raises concerns about the significant shortcomings of the dissident slate and their motivation: “…we are concerned by the apparent lack of meaningful board or executive level experience in the resources sector… Meson appears to be a short-term shareholder of the Company, having established a position in Aberdeen in October 2014.”
  3. Acknowledges the negative impact Ryan’s “fire sale” will have on long-term shareholder value: “… [the fire sale means] considerable risk and uncertainty, given the illiquid nature of many of the Company’s holdings as well as adverse market conditions in the resource sector that could make it difficult to offload assets at attractive valuations. This approach would also deny existing shareholders the upside potential associated with a future recovery in commodities markets.”
  4. Highlights Aberdeen is below its peers in executive compensation: “…the Company paid total compensation to named executive officers of C$1.85 million in its fiscal year ended January 31, 2014, while the peer average total NEO compensation was C$2.5 million in the comparable fiscal period. The Company’s highest paid executive officer, Mr. Bharti received total compensation of C$575,000 in the fiscal year ended January 31, 2014, which is below the average paid at peer companies of C$753,000 in the comparable fiscal period…”
  5. Acknowledges the current board’s efforts to take action on compensation: “… we believe the Company has taken credible steps to rein in compensation and find that the amounts paid to NEOs in the most recent fiscal year are reasonable… we credit the board with reducing executive compensation over the last two years and find that it now compares reasonably with industry peers. Further, the board awarded no bonuses in the last fiscal year ended January 31, 2014 and has committed to further reduce salaries and overhead costs.”
  6. Endorses the recent steps Aberdeen has taken to enhance its governance: “…board changes are a positive step for the Company’s board independence and signal a general willingness to implement shareholder-friendly governance reforms.”
  7. Gives credit to Aberdeen’s current board for its long-term plan for value creation: “…the Company has actively reviewed strategic alternatives, monetized portfolio assets to generate excess liquidity in a challenging market environment. It has also clearly articulated a strategy to create shareholder value by redeploying capital to more advanced projects in mining friendly jurisdictions with favorable long-term potential.”

The news from the Ontario Superior Court of Justice hasn’t been good for the dissidents either. In its written reasons dismissing the dissidents’ application, the Court found that the dissidents’ form of proxy could lead to several points of confusion in the minds of shareholders. By contrast, management’s form of proxy avoids any risk of confusion. The Court also upheld the company’s recommendation for Bernie Wilson to chair the meeting and rejected the dissidents’ recommendation to appoint a different chair.

Even though numerous public reports have dogged Ryan about previous complaints to the SEC and a possible criminal investigation in Mexico, he has refused to clear the air. We know Ryan likes to put out press releases and do media interviews so maybe he can explain what these reports were based on, if he has ever been interviewed by the SEC and why Mexican law officials said he was involved in their criminal investigation? These are serious questions for someone who wants to be a Director of a TSX listed company.

Ryan and Nightscape have become so desperate in their failing attempt that we have been told by shareholders that members of their proxy solicitation team are contacting Aberdeen shareholders to solicit their proxies without identifying who they are calling on behalf of and/or creating the false impression that they are calling on behalf of Aberdeen.

While Ryan and Nightscape will flail, mislead, and swerve guardrail to guardrail to try to preserve their failing take-over attempt the facts are clear:

  1. Their interests are 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.
  2. 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.
  3. 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 stock. 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. Their plan says that shareholders and Aberdeen will pick up the tab for their expenses, including costly lawyers’ fees and vote buying. Their course of action will also trigger change of control provisions – which they claim to worry about – leading to additional transaction costs at the expense of shareholders.
  4. The dissidents and their 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:

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:

1. AGAINST the first resolution to remove the current board

2. FOR Aberdeen’s seven highly qualified current board nominees

3. WITHHOLD 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

About Aberdeen

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 and follow us on Facebook and Twitter: AberdeenAAB.

Cautionary Note

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.Contact Information:
Investor Inquiries:
Kingsdale Shareholder Services
North American Toll Free: 1-866-851-9601
International Collect Call: 416-867-2272

For Media Inquiries:
Ian Robertson
Vice President, Communications
Kingsdale Shareholder Services
Direct: 416-867-2333 or Cell: 647-621-2646

Mike McAllister
Manager, Investor Relations
Aberdeen International Inc.
+1 416-309-2134

David Stein
President and Chief Executive Officer
Aberdeen International Inc.
+1 416-861-5812