TORONTO, June 26, 2012 /CNW/ - VC & Co. Incorporated ("VC&Co.")
announced today that, with the support of shareholders of Cathay Forest
Products Corp. ("Cathay") owning approximately 38.5% of Cathay's
outstanding shares, VC&Co. will be proposing a new slate of directors
for election to the board of Cathay at the upcoming special meeting of
Cathay's shareholders to be held on July 30, 2012 (the "Meeting").
As previously announced by VC&Co. on June 21, 2012, the Meeting has been
called by Order of the Ontario Superior Court of Justice after Cathay's
three existing directors, Man Hung Chan, Hong Tat Honda Cheng and
Stephen H. Miller, failed to call a shareholders' meeting despite being
legally required to do so. In ordering the Meeting, the Court found
that the "dysfunctional state of affairs" that exists at Cathay, and
the "profound misunderstanding by the incumbent directors of their
corporate governance duties", necessitated Court supervision in
relation to the Meeting.
At the Meeting, VC&Co. will be seeking the removal from office of each
of the current directors of Cathay and the election of the following
four individuals (the "New Director Nominees") as directors of Cathay:
(i) J. Bruce Barraclough, (ii) Peter K. Brown, (iii) C. Ian Ross, and
(iv) Michael D. Woollcombe.
The reasons for supporting the election of the New Director Nominees,
including details of their background and experience, are set forth in
a proxy circular of VC&Co. dated June 20, 2012 (the "VC&Co. Circular").
The VC&Co. Circular and accompanying WHITE form of proxy have been
filed with applicable Canadian securities regulators and are accessible
on the System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com. These materials have also now been mailed to Cathay's shareholders.
The VC&Co. Circular highlights the many reasons why it is necessary and
in the best interests of Cathay and all its shareholders to replace
Cathay's existing directors with the New Director Nominees at the
Under the watch of Cathay's current directors, Cathay has made no
apparent progress towards responsibly addressing its circumstances or
realizing any value for shareholders.
Since Cathay's last shareholders' meeting almost two years ago, Cathay's
shareholders have been increasingly left in the dark about their
Cathay's current board has demonstrated a pattern of persistent failures
to respect fundamental corporate governance principles and has failed
to comply with even the most basic requirements of corporate and
securities law, including most recently by failing to call a
shareholders' meeting despite being legally required to do so.
Cathay has failed to provide shareholders with the disclosure required
to keep them informed regarding Cathay's business and affairs,
including by failing to provide financial statements for any period
subsequent to September 30, 2010 with the result that Cathay's shares
have been cease traded by the Ontario Securities Commission and
de-listed from the TSX Venture Exchange.
With the support of Cathay shareholders owning a significant proportion
of its outstanding shares, VC&Co. has developed a plan (the
"Reconstitution Plan") to reconstitute Cathay's board with the New
Director Nominees who will implement a responsible value maximization
strategy to proactively realize on Cathay's assets, including its
assets in Russia and China, with a view to distributing Cathay's net
value to its shareholders as soon as reasonably practicable. The
Reconstitution Plan, which is described in greater detail in the VC&Co.
Circular, already has the support of 10 of Cathay's largest Canadian
shareholders, who collectively hold approximately 38.5% of Cathay's
VC&Co. believes, as do the shareholders of Cathay that support this
initiative, that the Reconstitution Plan is in the best interests of
Cathay and that the proposed New Director Nominees will provide the
leadership that Cathay requires. As described in the VC&Co. Circular,
the New Director Nominees have proven capabilities and track records
and the necessary skills, experience and commitment to proactively
complete the myriad of actions urgently required to protect the
interests of Cathay and its shareholders.
Shareholders of Cathay are encouraged to contact Shane A. Priemer
(tel. no: 416-947-1448) of VC & Co. Incorporated with any questions or
if they require assistance in voting the WHITE form of proxy that
accompanies the VC&Co. Circular. To ensure that their votes count,
Cathay shareholders are asked to send their completed, dated and signed
WHITE proxies to Equity Financial Trust Company, the scrutineer and
proxy depository for the Meeting, as soon as possible, either by
facsimile (to fax no. 416-595-9593) or in person, by courier or by mail
to 200 University Avenue - Suite 400, Toronto, Ontario M5H 4H1. To be
effective, a proxy must be received by Equity Financial Trust Company
not later than July 25, 2012 at 5:00 p.m. (Toronto time), or in the
case of any adjournment of the Meeting, not less than 48 hours,
Saturdays, Sundays and holidays excepted, prior to the time of the
For further information:
Michael D. Woollcombe
VC & Co. Incorporated