IAT Reinsurance Responds to MFC Industrial's Baseless Accusations; Urges Shareholders to Take No Action Until IAT Files its Proxy Circular
NEW YORK, Dec. 3, 2013 /CNW/ - Mr. Peter R. Kellogg and IAT Reinsurance Company Ltd. (collectively, "IAT") today responded to the accusations made by MFC Industrial Ltd. ("MFC") in its press release and management information circular filed on December 2, 2013. In these documents, MFC flails in every direction, seeking to accuse IAT of a litany of infractions and proposes a number of paranoid conspiracy theories about IAT's intentions.
"The latest barrage of baseless accusations contained in MFC's circular only provide additional evidence to shareholders that it is time for change at MFC. Once again, MFC's board is attempting to distract shareholders from their own record of failed execution and value destruction," said IAT CEO, Peter R. Kellogg.
IAT has fully disclosed its intention and unequivocally denies any intention to takeover MFC. Any allegation by MFC to the contrary is simply fear mongering designed to distract shareholders from the board's track record. IAT is not seeking and will not receive any benefits from the election of its nominees to the board of directors that will not be shared proportionally with all of the other shareholders of IAT.
IAT will publicly file and mail its proxy circular to shareholders shortly. In that circular, IAT will detail its history of attempted engagement with MFC, the company's failed strategy and execution overseen by the current board, MFC's shoddy governance and risk management practices, and the poor performance suffered by all shareholders. "We urge our fellow shareholders to take no action until they have had an opportunity to fully review our case for change at MFC," said Mr. Kellogg.
To keep current with further developments, shareholders of MFC can visit www.timeforchangeatMFC.com.
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.
Information in Support of IAT's Public Broadcast Solicitation
The following information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. IAT 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.
This solicitation of your support is being made by IAT and is not by or on behalf of management of MFC.
The address for MFC's head office is 1620-400 Burrard Street, Vancouver, British Columbia, V6C 3A6. The address for MFC's registered office is Suite 1000 - 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2.
IAT has filed this news release containing the information required by section 9.2(4) of NI 51-102 and has filed a document containing certain of the information required by Form 51-102F5 - Information Circular in respect of, among other things, the IAT's director nominees (the "Proposed Nominees") in connection with their proxy solicitation made by public broadcast in respect of the Proposed Nominees on SEDAR and for review at www.sedar.com under MFC's profile.
Proxies may be solicited by IAT by broadcast, speech or publication, including websites and other media, as well as exemptions from the solicitation requirements under applicable securities laws.
IAT has entered into an agreement with Okapi Partners LLC ("Okapi") pursuant to which Okapi has agreed to act as IAT's proxy solicitor in the United States and Canada. Pursuant to this agreement, Okapi will receive an initial fee of $50,000, plus a customary fee for each call to and from shareholders. In addition, Okapi may be entitled to a fee upon the completion of IAT's solicitation, as determined by IAT in consultation with Okapi.
The costs incurred in the preparation and mailing of a proxy circular (the "IAT Circular") and the solicitation will be borne directly and indirectly by IAT. However, IAT reserves the right to seek reimbursement from the MFC of its out-of-pocket expenses, including proxy solicitation expenses, incurred in connection with the MFC Shareholder Meeting, as applicable.
A registered holder of common shares of MFC ("Shares") 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 IAT, or as otherwise provided in the IAT 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 same address where the original form of proxy was delivered at any time up to and including the last business day preceding the day the MFC Shareholder Meeting or any adjournment or postponement of the MFC Shareholder Meeting is to be held, or (ii) with the chairman of the MFC Shareholder Meeting prior to its commencement on the day of the MFC Shareholder Meeting or any adjournment or postponement of the MFC Shareholder Meeting; or (c) in any other manner permitted by law.
A non-registered holder of Shares 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 MFC Shareholder Meeting.
Neither IAT nor any of its managing members, directors or officers, or any associates or affiliates of the foregoing, has (i) any material interest, direct or indirect, in any transaction since the beginning of MFC's most recently completed financial year or in any proposed transaction that has materially affected or will materially affect MFC 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 MFC Shareholder Meeting other than the election of directors.
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. 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.
SOURCE IAT Reinsurance Company Ltd.For further information:
please contact Bruce Goldfarb or Pat McHugh at:
437 Madison Avenue, 28th Floor
New York, N.Y., 10022
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Facsimile: +1 212 297 1710
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