TORONTO, April 28, 2016 /CNW/ - Smoothwater Capital Corporation ("Smoothwater") announced today that it acquired on April 28, 2016, through the facilities of the OTC Bulletin Board, ownership of 2,502,700 common shares of Alberta Oilsands Inc. ("AOS") (representing approximately 1.18% of the issued and outstanding common shares of AOS) at an average price of US$0.0925 per share. After giving effect to this purchase, Smoothwater now owns an aggregate of 29,267,099 common shares of AOS, representing approximately 13.80% of the issued and outstanding common shares of AOS.
Walied Soliman ("Soliman"), a private investor, may be considered to be acting jointly or in concert (within the meaning of applicable Canadian securities legislation) with Smoothwater in respect of AOS common shares. Soliman currently owns and/or exercises control over 4,014,000 common shares of AOS, representing approximately 1.89% of the outstanding common shares of AOS.
Smoothwater and Soliman together currently own and/or exercise control over 33,281,099 common shares of AOS, representing approximately 15.70% of the issued and outstanding common shares of AOS.
On February 17, 2016, Smoothwater sent a letter (the "February Letter") to the board of directors of AOS (the "Board") which is available at www.smoothwatercapital.com. In the February Letter, Smoothwater stated, among other things, that AOS would be best served by an expeditious distribution of its cash balance (the "Dividend Plan") if no transaction acceptable to shareholders was announced by April 15, 2016.
Board Delays AGM to Last Possible Date
On March 28, 2016, Smoothwater filed a requisition for a special meeting of shareholders to be held by May 30, 2016 to replace three members of the board of directors who do not hold a material number of shares with Smoothwater nominees.
On April 15, 2016, the Board called an annual and special meeting of shareholders on September 23, 2016, the latest possible date allowable under TSX Venture rules (the "2016 AGM"). Smoothwater believes the Board's decision to very significantly delay the 2016 AGM is destructive to shareholder value due to continued and unnecessary overhead costs and is against the interests of an overwhelming number of shareholders.
Smoothwater continues to call on the Board to advance the 2016 AGM to no later than June 15, recognizing the logistics and regulatory timeframes required to call the meeting.
Any Transaction Would Require Shareholder Approval
Smoothwater reiterates its view that any significant transaction in this particular situation requires shareholder approval and that the board would be acting in an oppressive manner if it unilaterally proceeds with a transaction, including by using all or substantially all of the cash assets of the corporation and/or by issuing shares in consideration for an acquisition.
Smoothwater Requests Incumbent AOS Board to Take Immediate Actions
On April 28, 2016, Smoothwater sent a letter to the Board (the "April Letter"), which is available at www.smoothwatercapital.com. In the April Letter, Smoothwater requested the Board to:
- Immediately appoint Stephen Griggs, CEO of Smoothwater, to the board of directors
- Cease any search for and/or due diligence on a transaction and publicly announce this decision
- Announce the Dividend Plan to tax effectively distribute all of its cash assets (net of reasonable reserves) and to dispose of its minor oil and gas assets
- Advance the 2016 annual meeting to no later than June 15, 2016.
Each of Smoothwater and Soliman acquired common shares of AOS for investment purposes and may, from time to time, on an individual or joint basis, acquire additional securities of AOS, dispose of some or all of the existing or additional securities it, he or they holds or will hold, or may continue to hold its, his or their current position. If the objectives for AOS set out by Smoothwater in the April Letter are not achieved within a reasonable timeframe, Smoothwater and/or Soliman may, from time to time, on an individual or joint basis, take such actions as it, he and/or they considers necessary or desirable to pursue such objectives, subject to applicable law.
For more information and updates, including a copy of this press release, the related early warning report, February Letter, Requisition and April Letter please visit www.smoothwatercapital.com.
This news release is issued pursuant to the early warning requirements of applicable Canadian securities laws. Smoothwater will file early warning reports in accordance with applicable securities laws, copies of which will be available on SEDAR at www.sedar.com or upon request to Smoothwater.
About Smoothwater Capital:
Smoothwater Capital Corporation is a leading Canadian activist investor, focusing on investing in small to midcap Canadian public companies where there is an identifiable path to significantly improve shareholder value. Smoothwater works to effect change in targeted companies, often collaboratively with institutional and other like-minded investors who hold material positions but are not able to take on the time consuming and costly activist role.
Cautionary Statement Regarding Forward-Looking Information
Certain information in this press release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives and intentions of Smoothwater and/or Soliman as they relate to AOS and other matters, including the continuation of discussions between Smoothwater and AOS. All statements other than statements of historical fact may be forward-looking information. Material factors or assumptions that were applied in providing forward-looking information, include, but are not limited to, AOS's future growth potential, its results of operations, future cash flows, the future performance and business prospects and opportunities of AOS and the current general regulatory environment and economic conditions remaining unchanged. Should any factor affect AOS, Smoothwater or Soliman in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. All of the forward-looking information reflected in this press release is qualified by these cautionary statements. Forward-looking information is provided and forward-looking statements are made as of the date of this press release and except as may be required by applicable law, each of Smoothwater and Soliman disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise.
SOURCE Smoothwater Capital Corporation
For further information: or to obtain a copy of the related early warning report, please contact: Smoothwater Capital Corporation, Suite 2500, 120 Adelaide Street West, Toronto, Ontario, M5H 1T1, Attention: Stephen J. Griggs, Chief Executive Officer, 416.644.6582, firstname.lastname@example.org