|[December 18, 2013]
Second Independent Proxy Advisory Firm Recommends MFC Shareholders Vote Only on BLUE Proxy FOR Two IAT Nominees and No Management Nominees
NEW YORK --(Business Wire)--
Mr. Peter R. Kellogg and IAT Reinsurance Company Ltd. (collectively, "IAT")
commented on the second major independent proxy advisory firm, Glass
Lewis & Co., LLC ("GL"), recommendation for change at MFC
Industrial Ltd. (NYSE:MIL) ("MFC"). Shareholders are urged to
vote their BLUE proxy before the
deadline of Sunday December 22, 2013 in connection with the Annual
General and Special Meeting of Shareholders (the "Meeting") of
MFC to be held on December 27, 2013 in Hong Kong.
Shareholders who require assistance in voting their BLUE proxy should
contact IAT's proxy solicitation agent, Okapi Partners LLC
at 1-855-208-8902, firstname.lastname@example.org
In its report, GL wrote that:
"…we believe it's more than possible that some, if not all, other
[MFC] directors may be aligned with Mr. Smith and management in a manner
that conflicts with their fiduciary duty to represent all MFC
GL recommended shareholders vote only on IAT's BLUE
proxy FOR IAT nominees, Logan W.
Kruger, and Patrice E. Merrin, for the board of MFC, concluding that
"…we believe the Dissident has raised a number of strategic and
governance related concerns at MFC, making a compelling case that change
is needed at the board level."
GL did not recommended voting for any of
MFC's director nominees.
"We are pleased that a second independent proxy advisory firm has echoed
our concerns about the current board's strategic and governance
failures, and recommended MFC shareholders vote only the BLUE proxy. The
nominees proposed by IAT, offer shareholders the opportunity for
meaningful change, and truly independent and qualified oversight of
management," said Peter Kellog, CEO of IAT.
In its report, Glass Lewis also highlighted several strategic and
shareholder issues at MFC also expressed by IAT including:
GL wrote that "…the current leadership team has been unable to
generate positive returns whatsoever for MFC shareholders over the
last 1-, 3- and 5-year periods ending Dec. 13, 2013… it's clear to us
that the Company's shareholder returns over most recent and relevant
periods have significantly lagged the average returns of peers."
GL noted that "Mr. Smith serves as Chairman, CEO, President and CFO of
the company…[an] arrangement fraught with conflicts of interest and,
in our view, results in less effective management, stewardship and
GL noted "…virtually all mergers and acquisitions, including the six
in which MFC was the buyer during the last three years…still fail to
increase shareholder value."
Further GL echoed IAT's assertion that "…the board needs to further
refine the Company's strategy and take action to continue to shed
non-core assets and facilitate the development and monetization of
core assets, as suggested by IAT."
Two is Not Enough for Change
The current board of MFC has failed miserably in supervising management.
MFC cannot continue to be run as Michael Smith's (News - Alert) private fiefdom. We
need the board to be in the hands of a majority of independent directors
and only the IAT nominees can offer that to shareholders.
The IAT nominees are independent from MFC's management, each other, and
with the exception of Peter Kellogg, independent from IAT. They are what
MFC requires in order to refine and effectively execute on its strategy
and to unlock long-term value for all shareholders. The IAT nominees
will bring those long missing skills to MFC's board and provide
shareholders with the best opportunity for meaningful change and lasting
Shareholders deserve a board where good governance, good disclosure
practices, accountability and transparency are the norm, not the
exception. The IA nominees as independent stewards will implement those
practices if elected to MFC's board.
The choice before shareholders is CEO Michael Smith's board of
ineffective directors who, according to GL, "…may be aligned with Mr.
Smith and management in a manner that conflicts with their fiduciary
duty to represent all MFC shareholders", or
IAT's nominees, who will bring true independent oversight and meaningful
change to MFC.
It's Time for Action - It's Time for a Change
IAT believes shareholders deserve more and urges shareholders to say it
is a time for change at MFC and vote their BLUE
proxy FOR all IAT nominees.
We expect the current board will continue to attempt to distract
shareholders from their abject failure to create shareholder value. The
only question before shareholders is whether the current board or the
IAT nominees are the best choice for generating shareholder returns.
Please cast your vote on the BLUE proxy
today in support of all eight of the IAT Nominees and disregard any
materials you may receive from MFC. We urge you to vote the BLUE form
of proxy so that it is received by Okapi Partners LLC prior to 5:00
p.m. (New York time) on Sunday, December 22, 2013.
Even if you have previously deposited a white proxy or given voting
instructions in support of MFC board nominees, you may still change your
vote and support the IAT Nominees by voting your BLUE proxy or voting
If you require assistance in casting your vote, or require replacement
proxy materials, please call IAT's proxy solicitation agent, Okapi
Partners LLC at 1-855-208-8902, email@example.com
To keep current with further developments, shareholders of MFC can visit:
IAT is a Class 3-A Bermuda-domiciled reinsurer. IAT's head office is
located at 48 Wall Street, 30th Floor, New York, NY 10005.
IAT is an active underwriter of commercial and personal lines property
and casualty reinsurance and insurance, directly and through its eight
wholly-owned insurance subsidiaries domiciled and licensed in the US.
Notice to United States Shareholders
This solicitation is not subject to the requirements of Section 14(a) of
the United States Securities Exchange Act of 1934, as amended (the "U.S.
Exchange Act"). Accordingly, this solicitation is made in the United
States with respect to securities of MFC in accordance with Canadian
corporate and securities laws and this press release has been prepared
in accordance with disclosure requirements applicable in Canada.
Shareholders of MFC in the United States should be aware that these
Canadian requirements are different from the requirements applicable to
proxy statements under the U.S. Exchange Act.
Forward-looking Statements and Information
Certain information included in, attached to or incorporated by
reference into, this press release, may contain forward-looking
statements or forward-looking information within the meaning of
applicable securities laws, including in respect of IAT's and MFC's
respective priorities, plans and strategies for MFC and MFC's
anticipated financial and operating performance and business prospects.
All statements and information, other than statements of historical
fact, included or incorporated by reference in this press release are
forward-looking statements and forward-looking information, including,
without limitation, statements regarding activities, events or
developments that IAT expects or anticipates may occur in the future.
Such forward-looking statements and other information in this press
release are based on publicly disclosed information relating to MFC and
we disclaim the accuracy and completeness of such information. These
forward-looking statements and information can be identified by the use
of forward-looking words such as "will", "expect", "intend", "plan",
"estimate", "anticipate", "believe" or "continue" or similar words and
expressions or the negative thereof. There can be no assurance that the
plans, intentions or expectations upon which these forward-looking
statements and information are based will occur or, even if they do
occur, will result in the plans, results or performance expected.
IAT cautions readers of this press release not to place undue reliance
on forward-looking statements and information contained in this press
release, which are not a guarantee of performance, events or results and
are subject to a number of risks, uncertainties and other factors that
could cause actual results, performance or events to differ materially
from those expressed or implied by such forward-looking statements or
information. These factors include: changes in strategies, plans or
prospects; general economic, industry, business and market conditions;
changes in management and board composition; actions of MFC and its
subsidiaries or competitors; the ability to implement business
strategies and plans and pursue business opportunities and conditions in
the commodity supply chain industry; the availability and pricing of
commodities; the effects of competition and pricing; risks associated
with volume growth and pricing; industry capacity and fluctuations in
market supply and demand; inflationary pressures, including increasing
utility and fuel prices; potential increases in maintenance and
operating costs; potential legal and regulatory claims, proceedings or
investigations; ability to realize any anticipated or planned cost
savings; disruptions or changes in the credit or securities markets;
risks and liabilities associated with financing, producing, sourcing,
processing, transporting and storing commodities; timing of completion
of capital and maintenance projects; changes in applicable laws and
regulations; foreign currency and interest rate fluctuations; labour
strikes or lock-outs or unexpected changes in labour productivity; and
various other events that could disrupt MFC's operations, including
severe or unusual weather conditions, droughts, floods, avalanches,
earthquakes, war, acts of terrorism and security threats. MFC's
shareholders are cautioned that all forward-looking statements and
information involve known and unknown risks and uncertainties, including
those risks and uncertainties detailed in the continuous disclosure and
other filings of MFC with applicable U.S. and Canadian securities
commissions, copies of which are available on EDGAR at www.sec.gov
and SEDAR at www.sedar.com.
IAT urges you to carefully consider those factors.
The forward-looking statements and information contained in this press
release are expressly qualified in their entirety by this cautionary
statement. The forward-looking statements and information included in
this press release are made as of the date of this press release and IAT
undertakes no obligation to publicly update such forward-looking
statements or information to reflect new information, subsequent events
or otherwise, except as required by applicable laws.
[ Back To Technology News's Homepage ]