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Octavian Responds to EnerCare's False Statements and Blatant Scare Tactics
NEW YORK --(Business Wire)--
Octavian Advisors, LP, the largest shareholder of EnerCare Inc. (TSX:
ECI), which owns approximately 13% of EnerCare's outstanding common
shares and has been a shareholder for more than two years, responded to
a new round of false statements made by EnerCare in its press release
today that are clearly designed to scare shareholders in order to
preserve the status quo and entrench the current Board of Directors.
Octavian has sent a letter to the Ontario Securities Commission
requesting a full investigation into EnerCare's false statements, which
Octavian believes are in breach of the Securities Act.
"With these latest baseless accusations and blatant scare tactics,
EnerCare's Board has reached a new low in its ongoing attempt to
manipulate shareholders," said Richard Hurowitz, Chairman and Chief
Executive Officer of Octavian. "The Board's increasingly desperate
behavior demonstrates they are willing to go to whatever lengths
necessary to disenfranchise shareholders to protect their own positions.
We have asked the Ontario Securities Commission to conduct an
investigation to ensure EnerCare shareholders are able to make a fully
informed decision at the April 30 shareholder vote and so that the Board
is held accountable for its improper conduct."
Octavian responded to the following attempts by EnerCare's Board to
distort the record:
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ENERCARE LIES
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THE TRUTH
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"Octavian has proposed to load EnerCare with debt in order to
finance a one-time special dividend, which would immediately enrich
Octavian, but undermine EnerCare's prudently managed financial
health. The Octavian dividend would result in an approximate 25%
increase in EnerCare's Net Debt to EBITDA ratio and endanger
EnerCare's strong corporate credit ratings."-- April 17, 2012
press release
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Octavian believes EnerCare has tremendous value the current Board is
failing to realize. We believe there are several initiatives that
have the potential to create material value for shareholders, and
that EnerCare should objectively examine these options.
One option is to pay a special dividend, which would be in
addition to - not instead of - the regular monthly dividend. An
increase in leverage by less than one turn could potentially
permit the company to pay out to shareholders a special dividend
of $2.50 per share while maintaining the regular monthly dividend.
A special dividend would be payable to ALL EnerCare shareholders
- not just Octavian, as EnerCare has insinuated - and
should be considered as one of many options, including a spin-off
of the submetering business, a share buyback, and a sale of the
company, as part of a comprehensive and objective process to
evaluate all value-creation opportunities.
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"EnerCare shareholders would lose their regular monthly dividend
if Octavian seizes control of the Board." -- April 17, 2012
press release
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EnerCare is resorting to outrageous accusations to scare
shareholders into believing Octavian would want, or be able, to
disrupt regular monthly dividends.
This is most ironic considering it was
Octavian that urged EnerCare to increase the dividend a year ago,
long before the Board authorized the recent increases. The same
Board that previously cut your dividend is now trying to take
credit for the recent increase Octavian had previously recommended
-- and mislead you into thinking Octavian would abolish it.
It is important to remember that Octavian is seeking minority
representation on the Board - not control. If elected,
Octavian's nominees - three of whom are completely independent and
one of whom represents the company's largest shareholder - would
only occupy four out of 10 seats on EnerCare's Board. Octavian's
nominees would work alongside six of EnerCare's current directors
to ensure that the best interests of ALL shareholders are
appropriately represented.
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"Since its IPO, EnerCare has outperformed the broader market and
provided strong returns to investors." -- April 17, 2012 press
release
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EnerCare has now resorted to broad statements with no factual basis
after its previous attempts to distract EnerCare shareholders from
its underperformance with incomplete and self-serving calculations
failed.
The truth is, if you examine the timeframe from EnerCare's IPO in
2002 until April 27, 2011, the last trading day before Octavian
announced it might seek changes to EnerCare's Board, EnerCare
shares returned only 57% versus a 145% return for the S&P/TSX
Composite Index. This calculation includes dividends but does not
assume they're reinvested; underperformance is even greater if one
assumes dividends are reinvested.
Since Octavian made its concerns public on April 28, 2011,
EnerCare shares have returned 46%. Over the same period, the
Canadian market has decreased by 12% (also including dividends
without reinvestment).*
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This is another example of Octavian's intention to disrupt
EnerCare's sound business plan by seizing control of EnerCare for
Octavian's own short-term gain." -- April 17, 2012 press
release
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The Board has unsuccessfully tried to caricature Octavian as a
short-term investor by employing misleading claims that miss the
point that shareholders have a right to be heard.
Octavian owns approximately 13% of EnerCare and has been a
shareholder for over two years. Octavian's interests are
aligned completely with yours and we will work extremely hard
to maximize value for the benefit of all shareholders.
EnerCare's current Board, on the other hand, owns less than 0.3%
of EnerCare shares, and is only interested in further entrenching
itself.
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"EnerCare's Board was ranked 3rd highest in governance standards,
twice by the Globe & Mail." -- April 2012 investor
presentation
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EnerCare neglects to mention it received its 3rd place
ranking from the Globe & Mail in 2006 and 2007. Since
then, EnerCare dropped to 9th place (out of 11) in 2008
and did not appear on the list at all in 2009, 2010, and
2011.
EnerCare's Board is insulting your intelligence with out-of-date
statistics in order to cover up its glaring corporate governance
issues.
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Octavian urges its fellow shareholders to vote their YELLOW
form of proxy to elect our highly qualified nominees - Beth Horowitz,
Graham Senst, T. Richard Turner, and Richard Hurowitz - to EnerCare's
Board of Directors at the annual and special meeting of shareholders
scheduled to be held on April 30, 2012. Octavian's nominees - three of
whom are completely independent and one of whom represents the company's
largest shareholder - will represent a minority of the Board and will
work for EnerCare shareholders to maximize the value of their investment.
For more information on how to vote your YELLOW
form of proxy, as well as access to other important materials, please
visit www.ShareholdersForEnerCare.com.
If you have any questions and/or need assistance in voting your shares,
please call MacKenzie Partners, Inc. at 1-800-322-2885 (toll-free) or
212-929-5500 or e-mail enercare@mackenziepartners.com
and they will assist you. Collect calls will be accepted.
* Based on EnerCare's closing share price on April 10, 2012.
About Octavian Advisors, LP
Octavian Advisors, LP is a global investment firm with offices in New
York and London. The firm focuses on special situations and distressed
investments in international markets, and has successfully invested in
over 40 countries on six continents. Octavian currently manages
approximately $1 billion for leading endowments, foundations, pension
funds, family offices and institutions.
Cautionary Statement Regarding Forward-Looking
Information
Certain information in this press release may constitute
"forward-looking information", as such term is defined in applicable
Canadian securities legislation, about the objectives of Octavian as
they relate to EnerCare, the potential impact of certain initiatives on
the value of EnerCare shares, the impact of the Octavian Nominees, if
elected, on the financial condition, results of operations, business
strategies, revenue enhancements, competitive position of EnerCare, the
risks related to shareholders' investment in EnerCare if the current
board continues to control the direction of EnerCare, and other matters.
All statements other than statements of historical fact may be
forward-looking information. Forward-looking information is often, but
not always, identified by words such as "seek", "anticipate", "plan",
"continue", "estimate", "expect", "may", "will", "would", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe" and similar expressions.
Material factors or assumptions that were applied in providing
forward-looking information, include, but are not limited to, EnerCare's
future growth potential, its results of operations, future cash flows,
the future performance and business prospects and opportunities of
EnerCare, the election of the Octavian Nominees, the ability of the
Octavian Nominees, if elected, to effect positive change at EnerCare,
that the six of the current directors recommended by Octavian for
election to EnerCare's Board at the annual and special meeting of
shareholders scheduled to be held on April 30, 2012 (the "Management
Nominees") will consent to serve on EnerCare's Board with the
Octavian Nominees and the current general regulatory environment and
economic conditions remaining unchanged.
Forward-looking information contained in this press release reflect
current expectations of Octavian regarding future events and operating
performance of EnerCare, and speak only as of the date of this press
release. Such forward-looking information is based on currently
available competitive, financial and economic data and operating plans
and are subject to known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements
of EnerCare, or general industry results, to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking information. Recent events in global
financial and credit markets have resulted in abnormally high market
volatility and a level of uncertainty not seen in decades. Such
uncertainty may continue to impact the global, North American and
Canadian economies in unpredictable ways and may impact the results of
EnerCare in a manner which is currently impossible to ascertain. Many
other factors could also cause EnerCare's actual results, performance or
achievements to vary from those expressed or inferred herein, including
without limitation, the possibility that the anticipated benefits from
the election of the Octavian Nominees cannot be fully realized or may
take longer to realize than expected; that the six Management Nominees
will not consent to serve on EnerCare's Board with the Octavian
Nominees; the ability of EnerCare to retain and hire key personnel and
maintain relationships with customers, suppliers or other business
partners following the election of the Octavian Nominees; the impact of
legislative, regulatory, competitive and technological changes; the
state of the economy; credit and equity markets; availability of credit
and other financing; and the financial markets in general. Many of these
risks and uncertainties could affect EnerCare's actual results and could
cause actual results to differ materially from those expressed or
implied in any forward-looking information provided by Octavian. The
impact of any one factor on a particular piece of forward-looking
information is not determinable with certainty as such factors are
interdependent upon other factors, and Octavian's course of action would
depend upon its assessment of the future considering all information
then available.
Should any factor affect EnerCare in an unexpected manner, or should
assumptions underlying the forward-looking information prove incorrect,
the actual results or events may differ materially from the results or
events predicted. All of the forward-looking information reflected in
this press release is qualified by these cautionary statements. There
can be no assurance that the results or developments anticipated by
Octavian will be realized or, even if substantially realized, that they
will have the expected consequences. Forward-looking information is
provided and forward-looking statements are made as of the date of this
press release and except as may be required by applicable law, Octavian
disclaims any intention and assumes no obligation to publicly update or
revise such forward-looking information or forward-looking statements
whether as a result of new information, future events or otherwise.

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