TORONTO, Nov. 24, 2014 /CNW/ - Meson Capital Partners LLC ("Meson"), an advisor to funds representing approximately 9.0% of the shares of Aberdeen International (TSX: AAB) ("Aberdeen" or the "Company"), today publicly announced its commitment to improving the governance of the Company. This follows Aberdeen's announcement today that it has closed its dilutive private placement to insiders despite a superior, less dilutive binding offer from Meson – an action Meson believes is a clear breach of fiduciary duty by the Company.
Meson intends to use all procedural and legal tools available to it in order to effect change for the benefit of all shareholders. Meson's preferred approach would be to effect change in cooperation with Aberdeen management as it has done in numerous previous situations, including cases where the majority of the board was changed. Unfortunately, repeated attempts to communicate privately to date have been rebuffed.
In fact, instead of communicating with Meson as the Company had indicated it would on November 18th, Aberdeen released a misleadingly titled press release on November 20th that attacked the legitimacy of Meson's superior offer (an offer Meson had made on five separate occasions). The November 20th release additionally confirmed Meson's concerns of insider participation in the pending private placement and questionable director overlap with African Thunder Platinum, Ltd and its parent company, Great Lakes Capital. Interestingly, the website describing Great Lakes as an "affiliate of Aberdeen International Inc." was mysteriously taken down recently.
This discounted placement to insiders is unfortunately just the latest example of Aberdeen's poor and often predatory conduct towards public shareholders who are often unfamiliar with the nuances of their deal structures.
Meson intends to eliminate Aberdeen's historical "heads: insiders win, tails: shareholders lose" pattern of behaviour:
- Aberdeen shares have declined over 80% since January 30, 2011 as shareholders have accumulated net losses of $98mm yet insiders have been compensated a staggering $13mm since that time.
- Meson continues to investigate no fewer than six loans made by Aberdeen to related parties that have been substantially written off.
- In other cases, such as with a loan to Forbes Royalty Corporation, deals appear to have been structured so unfavorably that it is questionable that truly independent directors would have accepted such asymmetric terms contrary to Aberdeen's interests.
Meson has contacted the appropriate regulatory bodies providing them with relevant research so that these regulators can investigate the current pending transactions that we believe are extremely value destructive and serve to disenfranchise shareholders. Next steps in Meson's plan to improve governance at Aberdeen will be announced in the coming days. Meson believes that Aberdeen's stock is significantly undervalued relative to its assets and intends to take whatever action is necessary to fix this problem as soon as possible.
About Meson Capital Partners LLC
Established in 2009, Meson Capital is a registered U.S. investment advisor based in San Francisco, USA. Meson Capital is managed by Ryan Morris, a Canadian citizen born in Toronto, Ontario. Meson Capital acts as investment advisor to funds that currently hold 7.8 million Common Shares, representing, to the best of Meson Capital's knowledge, approximately 9% of the outstanding Common Shares as of the date hereof.
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 Meson as they relate to Aberdeen and Aberdeen shareholders and other matters. 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, Aberdeen's future growth potential, its results of operations, future cash flows, ability to monetize assets for stated book value, the future performance and business prospects and opportunities of Aberdeen and the current general regulatory environment and economic conditions remaining unchanged. Should any factor affect Aberdeen or Meson 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, Meson 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: Meson Capital Partners LLC
For further information: Media Contacts: Ryan Morris President, Meson Capital Partners LLC, [email protected], 415-758-0365