TORONTO and NEW YORK, Sept. 6 /CNW/ - Goodwood Inc. ("Goodwood") and
Mason Capital Management, LLC ("Mason Capital") announced today that they will
be proposing the following individuals for election as directors of ATS
Automation Tooling Systems Inc. ("ATS") at the annual meeting of the
shareholders of ATS scheduled to be held on September 13, 2007:
Neil Arnold Gordon Presher
John K. Bell Peter H. Puccetti
J. Cameron MacDonald Neale X. Trangucci
Michael E. Martino
Goodwood and Mason Capital are soliciting proxies to vote FOR their slate
of directors and not in favour of the directors being proposed by management.
The reasons for supporting the director slate being proposed by Goodwood
and Mason Capital, including details of the background and experience of the
director nominees, are described in the Dissident Proxy Circular of Goodwood
and Mason Capital dated September 5, 2007 (the "Dissident Circular"), which
has now been filed with Canadian securities regulators.
Mr. Peter Puccetti, the Chairman and Chief Investment Officer of
Goodwood, stated: "Goodwood and Mason Capital are long-term shareholders who
collectively currently own or control approximately 21.25% of ATS' outstanding
common shares. In our view, the status quo is unacceptable. We are confident
that our director nominees, who have extensive experience and a superior track
record of producing results for shareholders, will provide ATS with the change
of leadership necessary to begin realizing on the significant value that we
see in ATS' underlying businesses."
Mr. Michael E. Martino, a Principal of Mason Capital, stated: "Our
proposed directors share one vision and commitment, that of enhancing ATS'
value and to do so with a sense of urgency.
ATS shareholders are entitled to a board of directors committed to the
interests of shareholders and in which they can legitimately have confidence.
Now is the time to make that change."
In recommending that ATS shareholders vote for the directors proposed by
Goodwood and Mason Capital, the Dissident Circular highlights the significant
decline of more than 60% in ATS' share price since early 2006, as well as the
abysmal longer term performance of ATS' shares since they peaked at
approximately $40 per share in the summer of 2000. The Dissident Circular also
cites the litany of poor decisions and inadequate execution by ATS' board and
senior management that have been significant contributors to the share price
- the estimated $147 million of capital wasted on the failed
Spheral Solar technology;
- the tremendous opportunity cost of funding Spheral Solar to the
detriment of ATS' established, conventional solar Photowatt
- the long-anticipated, yet ultimately failed, initial public offering
- the consistently unacceptable low profitability of the core
Automation Systems Group business;
- the refusal of the existing board of ATS to replace its
Chief Executive Officer in a timely manner;
- the poor shareholder communication and lack of transparency that
exists at ATS;
- the wasting of scarce corporate assets on the non-core Precision
Components Group; and
- the cost of poor personnel decisions as evidenced by excessive
management turnover and poor operating performance.
Mr. Puccetti concluded: "The failure of the existing board and senior
management to create shareholder value over the past several years causes us
grave concern regarding their effectiveness and ability to successfully
realize on ATS' true potential. It is time to do away with the excuses and
long-broken expectations. We look forward to immediately putting the proper
ingredients in place for a much-improved ATS outlook."
ATS shareholders are encouraged to contact Kingsdale Shareholder Services
Inc. (tel. no: 416-867-2342 or 416-867-2315; collect calls accepted), which is
assisting Goodwood and Mason Capital, with any questions or if they require
assistance in voting their YELLOW form of proxy. In order to ensure that their
votes count, ATS shareholders who wish to vote in favour of the directors
being proposed by Goodwood and Mason Capital are asked to send their
completed, dated and signed YELLOW proxies to Kingsdale Shareholder Services
Inc. either by facsimile (to fax no. 1-866-545-5580) or by delivery to
Kingsdale at The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box
156, Toronto, Ontario, M5X 1C7, in either case such that they are received by
NO LATER THAN 5:00 P.M. (TORONTO TIME) ON MONDAY, SEPTEMBER 10, 2007.
The complete Dissident Circular, letter to shareholders and form of proxy
can be accessed on the System for Electronic Document Analysis and Retrieval
(SEDAR) at www.sedar.com.
For further information:
For further information: Peter H. Puccetti, CFA, Chairman and Chief
Investment Officer, Goodwood Inc., (416) 203-2722 (telephone), (416) 203-0734
(facsimile) or Neale X. Trangucci, Mason Capital Management, LLC, (212)
355-5200 x208 (telephone), (212) 644-4264 (facsimile)