TORONTO, Nov. 29, 2016 /CNW/ - Smoothwater Capital Corporation ("Smoothwater"), Alberta Oilsands Inc. ("AOS") (TSXV:AOS) and Marquee Energy Ltd. ("Marquee") (TSXV:MQL) announced today a settlement that would cease the protracted litigation and appeals between them related to the proposed merger of AOS and Marquee to create "New Marquee", and to avoid a costly proxy and legal fight related to the upcoming AOS annual meeting scheduled for December 28, 2016.
"We are pleased to have been able to resolve this and to avoid further lengthy appeals and additional legal actions. The recent decision of the Alberta Court of Appeal greatly reduced the likelihood of Smoothwater being able to ensure that AOS shareholders have a say on the merger, certainly without many more months of legal actions. We believe that the time has come to constructively move forward together with Marquee, rather than continuing the fight in the courts with uncertain results for both sides and very high legal costs," said Stephen Griggs, CEO of Smoothwater.
Smoothwater is the largest shareholder of AOS owning approximately 17.1% of the issued and outstanding shares of AOS. Following the merger, Smoothwater is expected to be the second largest shareholder of New Marquee, holding approximately 8.7%.
"The legal and media battle has come to an end. We will continue to focus on the rights of all AOS shareholders – including those who come from the Marquee side. I am looking forward to working together with my fellow directors of New Marquee in building a successful, well capitalized company," concluded Griggs.
The settlement agreement provides for the appointment of one Smoothwater nominee to a new seven person board of New Marquee. AOS and Marquee will also each nominate three of their current directors to the board. Stephen Griggs will join the board of New Marquee as Smoothwater's nominee upon completion of the plan of arrangement. Smoothwater is entitled to continue to appoint a board nominee and to its committee positions until the earlier of the close of the 2018 AGM or June 30, 2018 and has agreed to support the management nominees to the board during this time period.
The board of New Marquee will form a new three person Strategy Committee to focus on developing and enhancing the short and long term strategy of New Marquee on behalf of all shareholders. Stephen Griggs will be the Smoothwater nominee on this committee.
In addition, Stephen Griggs will be appointed the Chair of the new Governance and Compensation Committee.
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.
SOURCE Smoothwater Capital Corporation
For further information: or to obtain a copy of this press release, 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, [email protected]