Highlights Strong Shareholder Support for Change at Thunderbird
Announces Breakdown of Discussions with Thunderbird
HOUSTON — Voss Capital, LLC, together with its affiliates (“Voss”, “we” or “our”), the largest shareholder of Thunderbird Entertainment Group Inc. (CVE: TBRD) (“Thunderbird” or the “Company”), today issued the below public letter to Thunderbird shareholders.
Dear Fellow Thunderbird Shareholders,
We are writing to update you regarding recent developments in our efforts to enhance the composition of Thunderbird’s board of directors (the “Board”) and put the Company on the right path towards significantly enhancing value for all stakeholders. On November 22, 2022, Voss delivered a proposal (the “Proposal”) to Thunderbird’s board of directors in a good faith attempt to work constructively with the Board to develop a new strategic direction for Thunderbird. The Proposal reflected the significant written support Voss has received from Thunderbird’s shareholders for its candidates for election at Thunderbird’s 2022 annual and special meeting (the “Meeting”) and the need to fundamentally realign the composition of the Board. In a good faith attempt to come to an agreement, the Proposal did not request a majority but rather offered the reasonable compromise of a partial reconstitution of the Board. While Voss has sought for over two weeks to meaningfully engage with the Board, to date, the Board has refused to acknowledge the desire for serious change voiced by Thunderbird’s shareholders or to agree to the realignment necessary to move Thunderbird into the future. As a result, discussions have broken down and Voss will continue to move forward with its proxy solicitation for the election of its nominees at the Meeting.
On November 30, 2022, Voss advised the Board that between its shareholdings in Thunderbird and written indications of support already received by Voss from Thunderbird’s shareholders, Voss believes its candidates currently have approximately 30 percent written support for their election at the Meeting. Voss has also received additional verbal support from approximately seven percent of Thunderbird’s shareholders. Given predictable shareholder participation at the Meeting, Voss believes these numbers will translate into significantly higher support for its candidates at the Meeting. Despite being made aware of the written support for Voss’s candidates on November 30, the Board has failed to recognize the views of Thunderbird’s shareholders and the need for fundamental change at the Board level and has instead chosen to continue its entrenchment strategy. Today’s release from the Company demonstrates a continued embarrassing lack of judgment as it talks down the value of the stock with misinformed comments around M&A and brags about margin compression.
As we stated in our earlier press release on November 18, 2022, our singular objective for Thunderbird is to reconstitute the Board with truly independent directors capable of objectively overseeing the changes necessary to put the Company on the right path towards unlocking its full potential and creating value for all stakeholders. We believe the election of our highly qualified director candidates at the Meeting will accomplish that objective and welcome the opportunity to continue to discuss our candidates with shareholders.
We are eager for shareholders to voice their opinions as soon as possible through their votes at the Meeting, as is their right under the Company’s own Articles and the Business Corporations Act (British Columbia) (the “BCBCA”). In our view, the Board’s needless postponement of the Meeting and lack of willingness to recognize shareholder disapproval of its performance is a distraction for the Company and is wasting shareholder time and money. We had previously proposed that the date for the Meeting be set for December 28, 2022, in accordance with the BCBCA and the Company’s own Articles, which require that Thunderbird hold the Meeting in 2022, and we call on the Board to publicly announce a prompt date for the Meeting as soon as possible. We reserve all rights with respect to the Meeting and potential action to ensure the Meeting is promptly held.
Chief Investment Officer
Voss Capital, LLC
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 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. The Voss 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 an updated proxy circular to shareholders of Thunderbird, together with an updated 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@example.com.
Information in Support of Public Broadcast Solicitation
Voss is relying on the exemption under section 9.2(4) of National Instrument 51‐102 ‐ Continuous Disclosure Obligations (“NI 51-102”) to make this public broadcast solicitation. 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 (the “Voss Circular”) containing the information required by NI 51-102 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 has entered into an agreement with Carson pursuant to which Carson will act as Voss’s proxy solicitation agent. Carson has been paid a retainer and will be paid fees at an hourly rate for services provided under the agreement. Fees will be limited to $175,000, unless otherwise authorized by Voss. Fees payable under the agreement will be adjusted as follows: (i) if there is a successful outcome, Voss will pay Carson’s fees plus a premium equal to 100% of all fees payable; (ii) if there is not a successful outcome, a 50% discount will be applied to all fees.
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 Voss Circular, as updated and 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 non-registered 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, 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.
Head of Investor Relations
Voss Capital, LLC