Shareholders Urged to Vote BLUE Proxy Today!
NEW YORK, Dec. 12, 2013 /CNW/ - Mr. Peter R. Kellogg and IAT Reinsurance
Company Ltd. (collectively, "IAT") urge shareholders of MFC Industrial Ltd. (NYSE: MIL) ("MFC") to vote their BLUE proxy or voting instruction form in support of
change at MFC in connection with the Annual General and Special Meeting
of Shareholders (the "Meeting") of MFC to be held on December 27, 2013 in Hong Kong.
IAT's proxy circular (the "Circular") details the many strategic, execution and governance failures that
the board and management of MFC have presided over. IAT's Circular also
provides extensive detail about the qualifications and experience of
IAT's nominees for the board of MFC (the "IAT Nominees"), all of whom are independent of MFC and, with the exception of Mr.
Kellogg, independent of IAT.
The goal of the IAT Nominees is to bring strategic, operational, and
financial discipline to MFC by providing effective oversight of
If elected, the IAT Nominees expect to work with current management to
carefully and thoughtfully plan and design MFC's strategy and to
regularly revisit it with an eye to its continued validity and the
quality of execution. The strategic review will within the first 90
days after the Board is reconstituted focus on, among other things:
Reviewing the feasibility and efficacy of the current global supply
chain strategy to determine if it is a good use of shareholder capital,
and determine the value and importance of all assets identified by MFC
as "core" to that strategy; and
Developing a plan to monetize the assets that are non-core to MFC's
strategy based on the most favorable risk/reward analysis;
Bring full transparency to the compensation of corporate officers and
the board of directors, and align compensation with performance and the
interests of all shareholders.
In any case, MFC's assets will be rationalized and/or monetized as
quickly as possible but in a manner that provides the best and most
sustainable return on shareholder capital.
The newly constituted board will provide necessary and appropriate
oversight of management, including the recruitment of a CFO. Currently
MFC's CEO Michael Smith acts as President, CFO and Chair of MFC, a
breach of good risk management and governance practices.
MFC's governance practices are also expected to be overhauled with a
immediately separating the roles of Chair, CEO and CFO;
seeking to repeal MFC's staggered board structure;
adopting a ''majority voting'' policy;
reconstituting all of MFC's board committees;
implementing a code of conduct to appropriately address conflicts of
implementing a process to properly oversee management.
Over the longer term, the newly constituted board are expected to seek
to ensure that MFC comply with applicable corporate governance ''best
practices'' recommended by the New York Stock Exchange, the Canadian
Securities Administrators and leading proxy advisory firms.
Fellow shareholders, we urge you to review the Circular, and join IAT in
voting your BLUE proxy for real change at MFC. We expect the current board will continue
to attempt to distract shareholders from their abject failure to create
shareholder value. The only question before shareholders is whether the
current board or the IAT Nominees are the best choice for generating
Please cast your vote on the BLUE proxy today in support of the IAT Nominees and disregard any materials
you may receive from MFC. We urge you to vote the BLUE form of proxy so that it is received by Okapi Partners LLC prior to 5:00 p.m. (New York time) on Sunday, December 22, 2013.
Even if you have previously deposited a white proxy or given voting
instructions in support of MFC board nominees, you may still change
your vote and support the IAT Nominees by voting your BLUE proxy or
voting instruction form.
If you require assistance in casting your vote, or require replacement
proxy materials, please call IAT's proxy solicitation agent, Okapi
Partners LLC at 1-855-208-8902, firstname.lastname@example.org
To keep current with further developments, shareholders of MFC can
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.
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.
Such forward-looking statements and other information in this press
release are based on publicly disclosed information relating to MFC and
we disclaim the accuracy and completeness of such information. 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:
For further information, please contact Bruce Goldfarb or Pat McHugh at:
437 Madison Avenue, 28th Floor
New York, N.Y., 10022
North American Toll-Free Phone:
Facsimile: +1 212 297 1710
Outside of North America, Banks and Brokers Call Collect: +1 212 297 0720
Bayfield Strategy, Inc.