Vote GREEN Proxy by 5:00 p.m. Tomorrow
HALIFAX, April 30, 2014 /CNW/ - Continued weak performance by Sherritt International Corporation ("Sherritt") in the first quarter confirms the need for new directors on the Board and fundamental changes at the Company, the Concerned Sherritt Shareholders said today.
Earlier today, Sherritt reported a net loss of $48.2 million or $0.16 per share for the quarter ended March 31, compared with positive earnings of $23.1 million or $0.08 per share a year earlier. This decline was worse than consensus expectations. Adjusted EBITDA declined, as did net working capital balance.
The Concerned Shareholders note that Sherritt failed to get any oil block extensions in the quarter, as it had promised. These are key to the Company's long-term value. The decline in nickel output from the Moa joint venture is also disappointing. These are not the results of a company with "momentum", as the current Board claims. They are evidence of a lack of strategic direction. They are evidence of a company that is content with the status quo – operating costs that are too high, production declining in key divisions and more excuses as to why promised actions are not materializing. These results demonstrate the continued failure of the current Board to create value.
The Concerned Shareholders suggest their fellow investors ask the Board and management why the Company's "value creation plans" have not yielded results.
As significant investors, the Concerned Shareholders want to see Sherritt succeed and believe it has the potential to deliver long-term value, but it clearly needs new leadership to achieve that potential. Sherritt needs leadership that will not wait for the nickel price to bail them out of their consistent lackluster performance, but instead will take immediate and concrete action to improve operations. The Concerned Shareholders bring that necessary leadership.
The Concerned Shareholders remind fellow investors that now is the time to vote for positive change at their Company. The current Board cannot be trusted with the future of Sherritt. It needs three new directors who will represent shareholders' interests.
Sherritt shareholders have an opportunity to change the Company's poor performance by electing three new directors at the Company's Annual and Special Meeting on May 6, 2014. They are reminded to vote the GREEN proxy for positive change by 5:00 p.m. tomorrow May 1, and to vote as follows:
- Vote FOR the election of Ashwath Mehra, David Wood and George Armoyan to the Board.
- WITHHOLD votes for all of Sherritt's nominees.
- Vote FOR the adoption of each of the four shareholder proposals submitted by Clarke Inc. (TSX: CKI; CKI.DB.A) on behalf of the Concerned Shareholders.
Shareholders are advised to discard the incumbent Board's misleading blue proxy since it does not include the names of the Concerned Shareholders' nominees for election to the Board.
Any shareholder can attend the meeting and vote in person, but to ensure that their voice is heard and their vote is properly counted, they are advised to vote the GREEN proxy today. If they have already voted the blue proxy, shareholders have the right change their vote by using the GREEN proxy. It is the last proxy they submit that is counted.
Vote GREEN for Positive Change
The reasons to vote for positive change at Sherritt are provided in detail in the Concerned Shareholders' Information Circular which was mailed to all shareholders and is available at www.SaveOurSherritt.com and www.sedar.com.
In summary, the key reasons are:
- Sherritt's Board needs true shareholder representatives who can act for all shareholders to improve the Company's weak performance and poor governance practices.
- The current Board has overseen years of destruction of shareholder value, including a negative return of 55% in the three years up to the meeting requisition.
- The Board has failed to develop a coherent strategic direction for Sherritt. It has not acted, but only reacted to the prospect of a proxy contest by announcing changes it had not considered until they were recommended by the Concerned Shareholders.
- The Board and management are not aligned with the interests of shareholders. They own less than 0.25% of Sherritt's shares and, without a meaningful investment, they have no incentive to create shareholder value.
- Rather than invest in the Company they oversee, the Board and Management pay themselves excessive and inappropriate compensation –more than $362,000 to each director, mostly in cash.
- The Board pays the CEO more than $2 million a year despite his responsibility for deteriorating performance, rising corporate and operating costs, a reduced dividend and a prolonged and profound decline in the share price.
- Sherritt has a very poor record in both capital allocation, writing off $717 million in five years, and in cost control, with corporate overhead rising to $99 million and operating costs continuing to climb in 2013.
- For years, the Board has paid itself special compensation to which it was not entitled as well as paying the travel expenses of spouses. Until it received the Concerned Shareholders' Proposals, it had never allowed its shareholders any form of vote on "say on pay" for directors and management. Another instance of poor governance is that Sherritt has never disclosed the terms of two very material debt contracts related to the overpriced and overdue Ambatovy project.
From the outset, the current Board has adamantly refused to consider the addition of any representative of Clarke Inc., one of its largest shareholders. It rebuffed all attempts by the Concerned Shareholders to reach an amicable agreement. It has attacked other independent nominees. In addition, since the filing of the meeting requisition, the Board has engaged in a deliberate campaign to mislead its own shareholders, including issuing an Information Circular it knew was wrong and a proxy with names it knew were not Concerned Shareholder nominees. This is abusive behavior towards shareholders.
The Concerned Shareholders have nominated three highly qualified and experienced executives to represent all shareholders on the Board. They are:
- Ashwath Mehra, a 28-year veteran of the international metals business and formerly the CEO of MRI Trading AG and Senior Partner responsible for the nickel and cobalt businesses at Glencore International AG. Although Sherritt will describe itself as a nickel company, remarkably no one on the Board has nickel experience.
- David Wood, Chief Financial Officer of the Municipal Group of Companies, a Canadian-based multi-national construction and mining infrastructure company. His experience will be valuable, especially since Sherritt allowed Ambatovy to become a logistical and financial fiasco.
- George Armoyan, President and CEO of Clarke, a successful entrepreneur who has taken an active role in numerous companies. He has been a director of 21 public companies and led them to create significant shareholder value – an average of 105% while serving on the board. Clarke is one of the largest shareholders of Sherritt and owns many times more shares than the entire Board and management of Sherritt. Clarke is fully aligned with shareholders' interest in maximizing value and will represent those interests.
Upon election, these three nominees will immediately begin to work constructively with the other six directors to:
- Define and implement a corporate strategy appropriate for Sherritt as the holding company it actually is.
- Align the interests of the Board and management with the interests of shareholders through increasing accountability for performance and encouraging greater investment in the company by directors, executives and employees.
- Start a search for a qualified CEO with experience in operations, or capital allocation, or both.
- Establish a proper capital allocation methodology that includes focusing on net asset value per share, allocating capital where it will earn the highest return and where Sherritt has competence. Those opportunities now are in debt reduction, reinvestment in current businesses and share repurchases. Sherritt has unencumbered funds available.
- Address excessive costs at the corporate level and examine operating and procurement practices.
Most importantly, the Concerned Shareholders' nominees will bring to all Board activities and decisions the perspective of the shareholders; a perspective that has been lost at Sherritt. As directors, they will be driven by their responsibility to create value for all shareholders.
More information, including the complete Concerned Shareholders Information Circular is available at www.SaveOurSherritt.com.
Sherritt shareholders are advised to vote using the GREEN form of proxy that accompanies the Concerned Shareholders' Circular. They should disregard any proxy sent by Sherritt management and, even if they have voted a blue management proxy, they have the right to change their vote using a later-dated GREEN proxy. Only the last-dated proxy is counted.
In order for the GREEN proxy to be counted, it must be submitted consistent with the instructions on the proxy and must be received no later than 5:00 p.m. Toronto time on Thursday May 1, 2014.
Discard Sherritt's misleading blue proxy. It does not include the names of the Concerned Shareholder nominees.
Vote only the GREEN proxy for positive change at Sherritt.
Sherritt shareholders with questions can call 1-800-294-3174 or visit our website at www.SaveOurSherritt.com for more information.
About the Concerned Shareholders of Sherritt
Members of the Concerned Shareholders of Sherritt have been investors in the Company since May 2011. They are led by Halifax-based Clarke Inc. which invests in a variety of private and publicly-traded businesses and participates actively where necessary to enhance performance and increase the return to shareholders. Clarke's securities trade on the Toronto Stock Exchange (CKI; CKI.DB.A); for more information about Clarke, please visit the website at www.clarkeinc.com.
Statements Regarding Forward-Looking Information
This news release may contain forward-looking statements or forward-looking information within the meaning of applicable securities laws, including, without limitation, in respect of Clarke's and Sherritt's priorities, plans and strategies for Sherritt and Sherritt's anticipated financial and operating performance and prospects. All statements and information, other than statements of historical fact, included or incorporated by reference into this Circular are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that Clarke expects or anticipates may occur in the future. Such 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.
We caution readers of this news release not to place undue reliance on forward-looking statements and information contained in the news 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 performance, events or results to differ materially from those expressed or implied by such forward-looking statements or information. Sherritt's shareholders are cautioned that all forward-looking statements and information involve risks and uncertainties, including those risks and uncertainties detailed in Sherritt's continuous disclosure and other filings with applicable Canadian securities regulatory authorities, copies of which are available on SEDAR at www.sedar.com. We urge you to carefully consider those factors.
The forward-looking statements and information contained in this news release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and information included in this news release are made as of the date hereof and Clarke 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.
Sherritt has announced that it will hold its annual meeting of shareholders on May 6, 2014. The Concerned Shareholders' nominees will be considered for election at that meeting. The Concerned Shareholders filed a Circular on April 9, 2014, together with a GREEN proxy or voting instruction form. SHAREHOLDERS OF SHERRITT ARE URGED TO READ THE CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the Circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling the Concerned Shareholders' proxy solicitor, CST Phoenix Advisors at 1-800-294-3174.
SOURCE: Clarke Inc.
For further information: Shareholders, CST Phoenix Advisors, 1-800-294-3174, email@example.com; Dustin Haw, Vice President, Investments, Clarke Inc., 416.855.1928, 416.930.1982, firstname.lastname@example.org; Media: John Lute, Lute & Company, 416-929-5883, email@example.com