TORONTO, Oct. 26 /CNW/ - Geosam Investments Limited ("Geosam") was deeply troubled to learn, via a press release issued by Cordy Oilfield Services Inc. ("Cordy") on October 21, 2009, of the closing of the $4.8 million private placement initially announced by Cordy on October 1, 2009 (the "Private Placement"). In particular, Geosam was troubled by the structure of the Private Placement, which overwhelmingly benefited the interests of certain insiders, and by the decision of Cordy's Board of Directors (the "Board") to ignore Geosam's offer to participate in the Private Placement at a substantial premium to the proposed subscription price. Geosam believes that, in deciding to proceed with the Private Placement without shareholder approval the Board has favoured the interests of certain shareholders to the detriment of all other shareholders and, in doing so, has failed to discharge its fiduciary duty.
Geosam believes that the structure of the Private Placement clearly demanded a shareholder vote for a number of reasons including the following:
- Massive dilution:
The Private Placement contemplates the issuance of 60,000,000 common
shares (including those reserved for issuance). That represents a 72%
increase over the 83,633,810 previously existing common shares
- Substantial insider participation:
Cordy insiders, including Mr. David Mullen, its Chairman and Chief
Executive Officer, as well as Six-M-Enterprises (1993) Ltd., a company
controlled by Roland Mullen and Leona Mullen, parents of Mr. David
Mullen, and Mr. David Orr, an officer of Cordy, subscribed for 68.7% of
the units being issued pursuant to the Private Placement.
- Material effect on the control of Cordy:
Under the Private Placement, certain members of the Mullen family, namely
David Mullen, Roland Mullen, Leona Mullen and Kevin Mullen, brother of
David Mullen and a director of Cordy, will effectively increase their
interest in the outstanding shares of Cordy from 27.3% to 37.7%. Assuming
the exercise of all warrants issued as part of the Private Placement,
they would control a minimum of 44.3%, representing an increase of 17%.
Geosam fails to understand how the Board could authorize a transaction so clearly motivated by certain shareholders' desire to increase their proportionate shareholdings and control of Cordy. Given the structure of the Private Placement, the Board ought to have required shareholder approval.
The Board's willingness to support the interests of certain shareholders to the detriment of all other shareholders is further evidenced by its decision to completely ignore a proposal by Geosam that was in the best interests of Cordy and its shareholders. In a letter submitted to Cordy on October 6, 2009, Geosam notified the Board that it was interested in participating in the proposed Private Placement at a subscription price that was substantially higher than the announced subscription price. Specifically, Geosam informed Cordy that it was ready and willing to subscribe for 50% of the proposed Private Placement at a subscription price of $0.18 per unit, representing a 12.5% premium to the subscription price of $0.16 per unit. If accepted, Geosam's offer would have increased the proceeds of the Private Placement by $300,000 without any additional dilution to the shareholders of Cordy. To date, Geosam has not been contacted by the Board or any of its advisors regarding this proposal.
Geosam intends to proceed immediately with an application to the relevant regulatory authorities for a hearing to review the decision to approve the Private Placement and to request that a shareholder vote be required to approve the Private Placement. Accordingly, Geosam has submitted a letter to the Board, demanding that it prohibit the use of the proceeds from the Private Placement until all related matters are resolved. Without such written assurance, Geosam intends to ask the regulatory authorities to issue an order staying the usage of the proceeds from the Private Placement. Furthermore, Geosam has advised the Board that it is contemplating commencing legal action against the directors and officers of Cordy for failing to act in the best interests of the company, having regard to its legal duties to act as a responsible corporate citizen, including the need to treat all stakeholders in a fair manner.
Cautionary Information regarding forward-looking statements:
Statements about the intentions of Geosam and all other statements in this release other than historical facts constitute forward-looking statements. The statements are not a guarantee as to future performance and involve risks and uncertainties that are difficult to predict. The statements are based upon Geosam's current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Geosam disclaims any obligation to update or revise information in this news release based on new information or otherwise, unless required by law.
SOURCE GEOSAM INVESTMENTS LIMITED
For further information: For further information: Garen Mikirditsian, Investment Manager, Geosam Investments Limited, (416) 855-1928