The Time Is Now to Save Your Investment and Change Is the Only Option
- Daniel Russell and the Concerned Shareholders of Synex International, holding or with the support of approximately 46% of the issued and outstanding shares, will bring much needed change to the Board of Synex International by nominating five highly qualified individuals to replace entrenched incumbent directors
- The entrenched directors have continuously destroyed shareholder value and ignored the concerns brought forth by Daniel Russell and the Concerned Shareholders, choosing to waste valuable shareholder resources in a proxy contest rather than engaging constructively to arrive at an amicable resolution to the much needed Board change
- Over the past 5 years, the TSX has returned 47% while Synex has returned -5.65%
VANCOUVER, Oct. 3, 2017 /CNW/ - Daniel Russell, a director and the single largest shareholder of Synex International ("Synex" or the "Company"), along with other Concerned Shareholders, today announces that shareholders are urged to question the extraordinary actions taken by the President of Synex, Greg Sunell, to entrench his position as the President and as director of Synex at the expense of shareholders and the best interests of the Company. His questionable actions were deliberately taken immediately in advance of the filing of materials related to the Annual General Meeting of Shareholders scheduled for November 3, 2017 (the "Meeting").
Under the leadership of Mr. Sunell, the Company's share price has remained stagnant as management remains unable to deal with the strategic realities of the changing landscape. Rather than address the self-inflicted issues that plague the Company and make it a laggard in the industry, the entrenched directors have engaged in activities that work to further entrench themselves, shield Mr. Sunell from appropriate scrutiny and maintain majority control over the Board. The hasty appointment by the entrenched directors of a wholly unnecessary seventh director this past week for a company of Synex's size only proves to further the narrative that they do not seek to increase shareholder value and work towards effective change, but only to strengthen their entrenched position. Daniel Russell has repeatedly attempted to work constructively with the Board and the Special Committee formed when he raised the need for change. It is clear from discussions that the Board is not open to making the necessary changes and instead, prefers to maintain the status quo that has proved destructive for many years. He has now been left with no choice but to replace the entrenched directors to protect the interests of fellow shareholders.
"The role of a Board is to provide stewardship and oversight for the Company and shareholders, not to obtain personal gain. I refuse to stand by and watch as this Board insulates itself from the will of the shareholders," Mr. Russell said. "The absurd addition of a seventh, unqualified director to a $15M market cap company that has less than 15 employees was the last straw."
This pattern of serial value destruction must come to an end, and to do so, Daniel Russell is proposing a slate of directors that bring a wealth of experience far superior than the entrenched directors possess and a detailed plan for the Company which will streamline and focus the business, creating value for all shareholders. Further information will be included in an information circular (the "Information Circular") that will be mailed to shareholders in due course.
Shareholders have a clear choice: Choose a new board to improve the performance of your investment, and refuse to settle for continued underperformance and an entrenched board that will keep Synex on the wrong track.
To oversee the implementation of a repositioning plan for the Company, Daniel Russell is nominating the following qualified individuals who have a range of experience that is relevant to Synex:
Daniel Russell is the President and Chief Executive Officer of Russell Industries Corp., a company which provides custom engineered solutions, manufacturing and field services to various market segments, including, power generation, mining, nuclear and marine. Mr. Russell is also a current director of Synex. Mr. Russell holds an MBA from McMaster University and a Bachelor of Arts in Administrative Commercial Studies from Huron University College. Daniel Russell is a hands on operator and self made entrepreneur with a group of companies employing hundreds of tradesmen from coast to coast.
Tanya DeAngelis is the General Counsel of Russell Industries Corp., a company which provides custom engineered solutions, manufacturing and field services to various market segments, including, power generation, mining, nuclear and marine. Ms. DeAngelis is a current director of Synex and its former chair and corporate secretary. Ms. DeAngelis holds Bachelor of Laws degrees from each of the University of Nottingham and the University of Windsor as well as a Bachelor (Honours) of Arts from the University of Western Ontario.
Cecilia Tam (Independent Nominee)
Cecilia Tam is a Senior Energy Analyst at the International Energy Agency ("IEA"), where she has led the IEA's research on clean energy finance, deployment and innovation. Previously, Ms. Tam was a Special Advisor at the Asia Pacific Energy Research Centre and a Senior Equity Research Analyst with Dresdner Kleinwort Benson. Ms. Tam holds a Masters of Industrial Economics from the Université Paris-Dauphine and a Bachelor (Honours) of Economics and Art History from Queen's University.
Richard McGivern (Independent Nominee)
Richard McGivern has over 29 years of experience in power generation, transmission and distribution, bridge, viaduct and tunnel construction. Mr. McGivern is the managing director of the Vancouver based Surespan Group. Surespan has experience as an independent power producer in BC, and has existing capabilities in heavy structural erection, structural and civil design, civil construction, and its ability to quickly mobilize it specialized construction equipment, and has a history working with First Nations Communities and contractors, and its strong relationships with sub-trades. Mr. McGivern qualified from the Southampton Institute of Technology in civil engineering and earned a certificate in business management from the Aston University School of Business.
David Schincariol (Independent Nominee)
David Schincariol is an Executive Advisor at the Business Development Bank of Canada where he advises executive officers across Canada on growth opportunities, strategic direction and action plan development. Mr. Schincariol is also a managing partner of Maremonte Group Ltd., which provides similar advice to executive officers and business owners. Previously, Mr. Schincariol served as Chief Financial Officer at FEED Engineering Inc. and Aethon Technologies. Mr. Schincariol holds an MBA from the University of Toronto and a Bachelor of Science from the University of Toronto. Mr. Schincariol is also a designated Chartered Professional Accountant (CPA, CMA), a certified Project Management Professional (PMP) and a Certified Management Consultant (CMC).
Daniel Russell has retained Dentons Canada LLP as legal counsel, and Kingsdale Advisors as his strategic shareholder advisor and proxy solicitation agent.
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Meeting is scheduled for November 3, 2017, shareholders are not being asked at this time to execute a proxy in favour of the nominees set forth above or any other resolution set forth in the notice of meeting delivered by the Company. In connection with the Meeting, Daniel Russell intends to file the Information Circular in due course in compliance with applicable securities laws.
Notwithstanding the foregoing, Daniel Russell is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This press release and any solicitation made by Daniel Russell in advance of the Meeting is, or will be, as applicable, made by Daniel Russell, and not by or on behalf of the management of the Company. All costs incurred for any solicitation will be borne by Daniel Russell, provided that, subject to applicable law, Daniel Russell may seek reimbursement from the Company for his out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the board of directors of the Company.
Daniel Russell is not soliciting proxies in connection with the Meeting at this time and shareholders are not being asked at this time to execute proxies in favour of Daniel Russell (in respect of the Meeting) or any other resolution set forth in the notice of meeting. Any proxies solicited by Daniel Russell will be solicited pursuant to the Information Circular sent to shareholders of the Company after which solicitations may be made by or on behalf of Daniel Russell, by mail, telephone, fax, email or other electronic means, and in person by Daniel Russell or any proxy advisor that Daniel Russell may retain.
Any proxies solicited by Daniel Russell in connection with the Meeting may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law and the articles of the Company. None of Daniel Russell or, to his knowledge, any of his associates or affiliates, have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors to the board.
The Company's principal business office is 400 - 1444 Alberni Street, Vancouver, British Columbia, Canada, V6G 2Z4. A copy of this press release may be obtained on the Company's SEDAR profile at www.sedar.com.
SOURCE Daniel Russell
For further information: Ian Robertson, Executive Vice President, Communication Strategy, Kingsdale Advisors, Direct: 416-867-2333, Cell: 647-621-2646, Email: [email protected]