Voss Capital Nominates Slate of Six Directors to Thunderbird Entertainment Inc. Board of Directors
Voss Capital, LLC, together with its affiliates ("Voss", "we" or "our"), a top shareholder of Thunderbird Entertainment Group Inc. (CVE: TBRD) ("Thunderbird" or the "Company"), today announced its nomination of up to six directors for election to Thunderbird's Board of Directors (the "Board") at the Company's annual general and special meeting of shareholders, previously scheduled for December 6, 2022 (the "2022 Annual Meeting"). Voss has nominated six highly qualified director candidates to better represent shareholder interests in the boardroom and bring the experience and skills needed to unlock value at Thunderbird through the exploration of a formal strategic review. Voss's highly qualified nominees include Heather Conway, Asha Daniere, Peggy Hwan Hebard, Taylor Henderson, Mark Trachuk and Shannon Valliant (collectively, the "Voss Nominees"). Depending on the total number of directors eligible for election at the 2022 Annual Meeting, we reserve the right to withdraw, not withdraw or nominate additional candidates to the Board, subject to the Company's governing documents and applicable law.
Voss has been a shareholder of Thunderbird Entertainment for over two years and currently beneficially owns 13.3% of the Company's shares outstanding. Over the course of our investment, we have closely monitored the Company, followed industry developments, and regularly engaged with Thunderbird's management team. While we have been vocal supporters of the Company and its operational prowess, we are disappointed by the current Board's strategic direction, as well as its apparent lack of urgency to create value and unresponsiveness to shareholder concerns.
We believe the Thunderbird Board has failed to take advantage of key opportunities for value-creation and is leading the Company in a destructive strategic direction, concerns we believe we share with many shareholders. For example, the Board continues to myopically pursue a failed acquisition strategy focused on buying up smaller studios, rather than recognizing the current M&A landscape of the entertainment industry and the large potential value of Thunderbird in that landscape.
When Voss has expressed these and other concerns to the Board, we were met with a lack of engagement and did not feel that our suggestions were seriously considered. In fact, one of our recent communications to the Board did not receive a response for nearly three weeks and, when we did hear back, many of the important points we raised (including regarding M&A strategy) were either dismissed or completely ignored. Thunderbird's recent announcement of an up-to-three-month delay of the 2022 Annual Meeting only reinforces this pattern of unresponsiveness and demonstrates the Board's apparent unwillingness to allow shareholders to rightfully and promptly voice their concerns as owners of the Company.
"While we believe in the work that Jen and the Thunderbird management team are doing, in our view, the current Board's unwillingness to fully explore strategic alternatives for the Company is placing Thunderbird at a significant disadvantage to competitors," said Travis Cocke, Voss's Chief Investment Officer. "We believe that a revitalized and open-minded Board, with deep M&A experience, extensive knowledge of the global media industry, and a focus on creating shareholder value will enable Thunderbird to reach its full potential while continuing to produce the quality creative content they have come to be known for."
Thunderbird's stock price has languished long enough under the current Board's leadership. Voss's slate of nominees offers shareholders a chance to finally unlock the value of their investment through a formal and thorough review of strategic alternatives. Voss's six nominees have extensive experience in the media industry and have successfully negotiated multiple complex deals in the space.
We believe it is a pivotal time for Thunderbird and the quickly consolidating media and entertainment industry. We believe the time has come in the company's journey to fully explore strategic alternatives.
We encourage you to review the Voss Nominees' impressive qualifications below.
Voss Nominee Biographies
Ms. Conway most recently served as Co-President and Executive Director at Hot Docs Canadian International Documentary Festival, a nonprofit responsible for the Hot Docs Canadian International Documentary Festival, from November 2021 to June 2022. Prior to that, she served as Executive Vice President of English Services at Canadian Broadcasting Corporation (a/k/a CBC/Radio-Canada), a federal crown broadcast television and radio company, from December 2013 to December 2018. Previously, Ms. Conway served as Chief Business Officer at Art Gallery of Ontario, a premiere art museum located in Toronto, from September 2011 to November 2013 and Chief Executive Officer at Edelman Public Relations, a public relations consultancy company, from July 2009 to March 2011. Earlier in her career, Ms. Conway served in multiple roles at Alliance Atlantis Communications Inc. (formerly TSX: AAC), a media distribution, broadcast and communications company that was partially acquired in 2007 by Canwest Global Communications, including as Executive Vice President of Marketing, Creative Services, Public Affairs and Affiliate Marketing from 2005 to 2007 and Executive Vice President of Corporate and Public Affairs and International Channel Development from 2001 to 2005. Ms. Conway currently serves on the boards of directors of American Express Bank of Canada (NYSE: AXP), a financial services and payment processing company, since 2005, and Great-West Lifeco (OTCMKTS: GWLIF), a financial services holding company and retirement company, since May 2019. Previously, Ms. Conway served on the board of directors of IGM Financial Inc. (OTCMKTS: GWLIF), a wealth and asset management company, from May 2010 to November 2013. Ms. Conway holds a B.A. in Economics from Queen's University, and a Master's Degree in Industrial Relations from the University of Warwick.
Ms. Daniere currently serves as a Strategic Advisor at Asha Daniere Prof. Corp., a consulting company, since March 2020, and as an Instructor and Mentor at Lincoln Alexander School of Law, a Toronto law school, since September 2020. Prior to that, Ms. Daniere served as Executive Vice President of Legal and Business Affairs at Blue Ant Media, Inc., a broadcasting and media company, from September 2012 to February 2020 and Senior Vice-President and General Counsel at Score Media, Inc. (formerly TSX: SCR), a sports media company that was acquired in 2012 by Rogers Communications, Inc. (TSX: RCI.A, NYSE: RCI), from July 2008 to June 2012. Earlier in her career, Ms. Daniere served as General Counsel at FUN Technologies, Inc. (formerly TSX: FUN), an online gaming company, from July 2006 to May 2008, Associate Counsel at Siemens Canada Limited, a manufacturer of electronic, electrical, and infrastructure solutions and a subsidiary of Siemens AG (FWB: SIE), from 2003 to 2006, Director of Business Affairs at the Toronto Blue Jays, a professional baseball team, from 2002 to 2003. Ms. Daniere currently serves on the board of directors of WonderFi Technologies, Inc. (OTCMKTS: WONDF), a decentralized finance technology development company since September 2022. Ms. Daniere also currently serves on the board of directors of several private companies, including SRx Health Solutions, a provider of advanced treatment, patient support programs, and pharmaceutical services, since November 2022, and Proactive Group Holdings Inc., a financial media portal that provides news, commentary and analysis of listed companies, since September 2021, where she also serves as Chair of the board of directors. Ms. Daniere previously served on the bard of directors of RIV Capital, Inc. (f/k/a/ Canopy Rivers Inc.) (CSE: RIV, OTC: CNPOF), a venture capital firm, from May 2018 to September 2022, where she also served as Chair of the board of directors from September 2020 to September 2022 and Chair of the Human Resources and Corporate Governance Committee from May 2018 to September 2020, MDC Partners, Inc. (NASDAQ: MDCA), an advertising and marketing holding company, from June 2020 to September 2021, where she served as a member of the audit committee, and Tangelo Game, Corp. (TSX-VENTURE: GEL), a social casino game development company, from December 2015 to September 2018, where she served as Chair of the Human Resources and Corporate Governance Committee and Chair of the Special Committee that oversaw the company being taken private. Ms. Daniere holds a B.A. in Political Science from the University of Toronto and a J.D. from Tulane University Law School.
Peggy Hwan Hebard
Ms. Hwan Hebard has served as Chief Operating Officer and Chief Financial Officer of the Children's Museum of Manhattan, a museum that emphasizes early childhood education, since April 2021. Previously, Ms. Hwan Hebard served on the board of Turning Point Brands, Inc. (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, from September 2018 to April 2021, where she served as a member of the Audit and Compensation Committees. Ms. Hwan Hebard served as a Senior Advisor to the Executive Office at The Metropolitan Museum of Art from July 2018 to April 2021 and as Senior Advisor to the Director's Office from August 2007 to July 2018. Ms. Hwan Hebard served as a Director in the Gaming and Lodging Group of Standard & Poor's (n/k/a S&P Global Ratings, NYSE: SPGI), an American credit rating agency, from 2002 to 2007. Earlier in her career, she served as an Associate in the Investment Banking Retail Group of Credit Suisse First Boston (n/k/a Credit Suisse Group AG, NYSE: CS) between 2000 to 2002, as a Management Consultant at PricewaterhouseCoopers, an international professional services company and accounting firm, from 1997 to 1999, and as a Senior Audit Associate at Coopers & Lybrand, an accounting firm that merged with Price Waterhouse in 1998, from 1995 to 1997. Ms. Hwan Hebard holds a B.S. in Economics from the Wharton School at the University of Pennsylvania, an M.B.A. from the Yale School of Management, and a master's degree in Museum Studies from the John Hopkins University Advanced Academic Programs.
Mr. Henderson has served as an Analyst at Voss Capital, LLC, a fundamental research-driven, value-oriented hedge fund focused on special situations, since 2015. Previously, Mr. Henderson served as a Summer Credit Analyst in the Corporate and Investment Bank Group at JPMorgan Chase & Co. (NYSE: JPM), an American multinational investment bank and financial services holding company headquartered in New York City, in 2015. Mr. Henderson holds a B.S. in Economics from Texas A&M University.
Mr. Trachuk currently serves as the President of Bailgate Consulting Ltd., a business advisory and consulting firm, since January 2022. Mr. Trachuk also served as Senior Vice President of Corporate Development at Sullivan Entertainment, an international media production and distribution company, from January 2022 to May 2022 and General Counsel at Entertainment One, Ltd. ("eOne") (LSE: ETO), an entertainment content production and distribution company and a subsidiary of Hasbro, Inc. (NASDAQ: HAS), from May 2018 to April 2020. Previously, Mr. Trachuk served as a Senior Partner in the Business Law Group at Osler, Hoskins & Harcourt LLP ("Osler"), a Canadian-based law firm, from 1989 to May 2018, where he practiced corporate and securities law with an emphasis on mergers, acquisitions and strategic alliances. Mr. Trachuk currently serves on the board of directors of Playmaker Capital, Inc. (TSXV: PMKR, OTCQX: PMKRF), a digital sports media company, since June 2021, where he serves as Chair of the Governance and Nominating Committee, and Almonty Industries, Inc. (TSX: AII), a mining and exploration company, since January 2011, where he serves as Chair of the Audit Committee. Mr. Trachuk previously served on the board of directors of eOne from May 2007 to May 2010. Mr. Trachuk holds a B.A. in Economics from Carleton University, a J.D. from the University of Ottawa and a LLM in Corporate Law from the London School of Economics. Mr. Trachuk also received an ICD.D designation from the Institute of Corporate Directors through the University of Toronto - Rotman School of Management as well as Certificates in Financial Trading and Option Strategy and in Financial Analysis & Investment Management from the University of Toronto and has received a Six Sigma Greenbelt Certification from the Schulich School of Business at York University. Mr. Trachuk is called to bar in the provinces of Ontario and British Columbia and is a qualified solicitor in England and Wales.
Ms. Valliant has most recently served as Chief Financial Officer of the Canadian Business Processing Group, a subsidiary of Nippon Telegraph and Telephone Corporation (a/k/a "NTT BPO") (TYO: 9432, formerly NYSE: NTT), a telecommunications company, from March 2021 to June 2022, Executive In Residence at ScaleUp Ventures, Inc., a venture capital firm, from October 2019 to February 2021, and Chief Financial Officer at Boat Rocker Media, Inc. (TSE: BRMI), a media and content production company, from November 2017 to May 2019. Previously, Ms. Valliant served in several roles at Rogers Communications, Inc. (TSX: RCI.A, NYSE: RCI), a Canadian communication and media company, including Senior Vice President of the Transformation Management Office from March 2016 to December 2016, Senior Vice President of Commercial Strategy of the Enterprise Business Unit from July 2014 to March 2016, and Vice President of Device Management and Experience from July 2013 to July 2014. Prior to that, Ms. Valliant served as Vice President of Financial Operations at Rogers Media, Inc., a broadcast, print and digital media subsidiary of Rogers Communications, Inc., from 2008 to 2013. Earlier in her career, Ms. Valliant served as Chief Financial Officer at Nereus Financial, Inc., an investment and financial services company, from 2004 to 2007, the Founder of SLV Consulting, Inc., a financial and operational consulting company focused in the technology industry, from 2002 to 2004, and Chief Financial Officer at Company DNA, Inc. (f/k/a iRecognize Inc.), a software development company operating as a subsidiary of Panorama Software, Ltd., from 2000 to 2002. Ms. Valliant began her career as an accountant and then Senior Manager, Corporate Restructuring/Insolvency and Corporate Finance at Ernst & Young Global Limited, a multinational accounting services firm. Previously, Ms. Valliant served on the boards of directors of each of NTT BPO from April 2022 to June 2022, as well as its subsidiary, NTT Philippines, from March 2021 to June 2022 and its sister company, NTT Canada, from September 2021 to June 2022, Canadian Broadcast Sales, a joint venture with Corus Entertainment focused on audio sales and marketing, from 2008 to 2013, Prime Television, a joint venture with Shaw Media focused on the television industry, from 2008 to 2013 and Dome Productions, a joint venture with Bell Media and a production facilities provider, from 2008 to 2013. Ms. Valliant holds a B.Com from the Queen's University and graduated with distinction on the Dean's List. Ms. Valliant is also a Chartered Professional Accountant and previously was a Chartered Restructuring and Insolvency Professional.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of Voss and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Voss does not assume any obligation to update any forward-looking statements contained in this press release.
On November 7, 2022, Thunderbird announced that it would be postponing its annual general and special meeting (the "2022 Annual Meeting") previously scheduled for December 6, 2022 and that it would hold the 2022 Annual Meeting no later than March 6, 2023. Voss's nominees will be considered for election at the 2022 Annual Meeting. Depending on the total number of directors eligible for election at the 2022 Annual Meeting, we reserve the right to withdraw, not withdraw or nominate additional candidates to the Board, subject to the Company's governing documents and applicable law. Prior to the meeting, Voss expects to furnish a proxy circular to shareholders of Thunderbird, together with a WHITE proxy card. SHAREHOLDERS OF THUNDERBIRD ARE URGED TO READ THE PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the proxy circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at http://www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling Voss's proxy solicitor, Carson Proxy Advisors Ltd. ("Carson"), at 1-800-530-5189, local (collect outside North America): 416-751-2066 or by email at [email protected].
Information in Support of Public Broadcast Solicitation
Voss is relying on the exemption under section 9.2(4) of National Instrument 52-102 - Continuous Disclosure Obligations to make this public broadcast solicitation and the corresponding exemption under the Business Corporations Act (British Columbia) (the "Act"). The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.
This solicitation is being made by Voss and not by or on behalf of the management of Thunderbird.
Founded in 2011, Voss Capital, LLC is a fundamental research-driven, bottom-up, value-oriented manager focused on underfollowed special situations. The principal address of Voss is 3773 Richmond Avenue, Suite 500 Houston, Texas 77046.
The address of Thunderbird is 123 W7th Ave Vancouver, BC, V5Y 1L8, Canada.
Voss has filed an information circular dated November 9, 2022 (the "Voss Circular") containing the information required by Form 51-102F5 - Information Circular and the Act in respect of its proposed nominees. The Voss Circular is available on Thunderbird's company profile on SEDAR at http://www.sedar.com.
Proxies for the 2022 Annual Meeting may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Voss who will not be specifically remunerated therefor. In addition, Voss may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. Voss may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Voss.
Voss contemplates entering into an agreement with Carson Proxy Advisors Ltd. ("Carson") pursuant to which Carson would act as Voss's proxy solicitation agent. The fees payable by Voss to Carson in consideration for those services would be included in that agreement.
All costs incurred for the solicitation will be borne by Voss.
A registered holder of common shares of Thunderbird that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Voss, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the Company's registrar and transfer agent at any time up to and including the last business day preceding the day of the 2022 Annual Meeting or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the 2022 Annual Meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.
A non-registered holder of common shares of Thunderbird will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the nonregistered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.
Other than disclosed herein, in the Voss Circular or Thunderbird's public filings, neither Voss nor any of its directors or officers, or any associates or affiliates of the foregoing, nor any of Voss's nominees for the Board of Thunderbird, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Thunderbird's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Thunderbird or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming 2022 Annual Meeting, other than the election of directors.
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