Thunderbird Entertainment Announces 5 Month 'Cooperation Agreement' with its Largest Shareholder, Board Director Frank Giustra ResignsMonday, January 23, 2023
Vancouver, BC, January 23, 2023--(T-Net)--Thunderbird Entertainment Group Inc. (TSXV:TBRD) announced today that it has entered into a cooperation agreement with its largest shareholder Voss Capital LLC, which, together with its affiliates, owns approximately 13.3% of the outstanding common shares of Thunderbird.
Voss Capital, a value oriented long/short equity fund, first acquired approximately 10.5% of the company in September 2021, and has engaged in a public battle with the company's board and has been clamoring for change over direction.
The new 'Cooperation Agreement' includes the appointment of two new independent directors put forward by Voss, Asha Daniere and Mark Trachuk to the Board of Directors of Thunderbird effective immediately, as well as the nomination of a third independent director to be identified by the Company from the nominees put forward by Voss for election to the Board at the Company's upcoming 2022 annual general and special meeting of shareholders scheduled for March 6, 2023.
Pursuant to the Cooperation Agreement, immediately following the 2022 Annual Meeting, the Board has agreed to form an advisory committee to assess the Company's capital allocation strategy and evaluate all strategic opportunities to maximize value for ultimate recommendation to the Board.
Thunderbird notes that there can be no assurance that a transaction will result from any process established by the Advisory Committee.
Jennifer Twiner McCarron, Thunderbird Chief Executive Officer said, "Thunderbird is committed to a collaborative relationship with our shareholders and to considering all investor perspectives on the Company's existing strategy, as well as longer-term opportunities to create shareholder value as we continue progressing towards our goal of becoming the next major global studio. We look forward to working with Ms. Daniere and Mr. Trachuk for the benefit of all stakeholders."
Travis Cocke, Voss Capital Chief Investment Officer, said, "In our view, Thunderbird is one of the top players in its industry and we have long been supporters of Jenn, the entire Thunderbird team, and their vision for the Company's future. We are confident that with the addition of new, highly-qualified independent directors, Thunderbird is well positioned to continue doing what they do best—create high quality content. We look forward to the nomination of an additional new independent director at the 2022 Annual Meeting, as well as our continued dialogue with the Board and the Thunderbird management team to help the Company drive value for all stakeholders."
The Appointees have replaced two independent Thunderbird directors, Marni Wieshofer (Interim Chair of the Board and Chair of the Audit Committee) who has agreed to step down from the Board and Frank Giustra, who has resigned from the Board. Thunderbird thanked Ms. Wieshofer and Mr. Giustra for their significant contributions to the Company in its release.
Added Ms. Twiner McCarron, "Mr. Giustra has been instrumental in Thunderbird's growth over the last 12 years. The financial and strategic support of Mr. Giustra, a large, long-term shareholder and a respected founder of Lionsgate Entertainment, were integral to Thunderbird's transformation into the award-winning production company it is today. We are saddened by Mr. Giustra's decision to leave the Board, but we understand and respect his decision."
Continuing on the Board are Jennifer Twiner McCarron (CEO), Azim Jamal, Linda Michaelson, and Jérôme Levy (the "Continuing Directors"). Ms. Twiner McCarron has taken on the additional role as Chair of the Board, and Mr. Trachuk has been appointed Lead Independent Director and will serve as interim Chair of the Audit Committee.
At the 2022 Annual Meeting, Thunderbird will ask shareholders to approve a resolution to increase the size of the Board to seven directors from six. Thunderbird intends to nominate the four Continuing Directors, the two Appointees, and the Additional Director.
Under the terms of the Cooperation Agreement, Voss has, among other things, withdrawn its slate of proposed nominees and agreed to abide by customary voting commitments and standstill restrictions until the conclusion of the Company's meeting of shareholders with respect to the fiscal year ending June 30, 2023, at which time the Cooperation Agreement will expire.
Thunderbird expects to mail an information circular with respect to the AGM in due course and shareholders are encouraged to read the information circular in its entirety and cast their votes early. The record date for voting at the AGM is January 16, 2023.
Below are biographies of Ms. Daniere and Mr. Trachuk.
Ms. Daniere currently serves as a Strategic Advisor at Asha Daniere Prof. Corp., a consulting company, since March 2020, and as an Instructor and Mentor at Lincoln Alexander School of Law, a Toronto law school, since September 2020. Prior to that, Ms. Daniere served as Executive Vice President of Legal and Business Affairs at Blue Ant Media, Inc., a broadcasting and media company, from September 2012 to February 2020 and Senior Vice-President and General Counsel at Score Media, Inc. (formerly TSX: SCR), a sports media company that was acquired in 2012 by Rogers Communications, Inc. (TSX: RCI.A, NYSE: RCI), from July 2008 to June 2012.
Earlier in her career, Ms. Daniere served as General Counsel at FUN Technologies, Inc. (formerly TSX: FUN), an online gaming company, from July 2006 to May 2008, Associate Counsel at Siemens Canada Limited, a manufacturer of electronic, electrical, and infrastructure solutions and a subsidiary of Siemens AG (FWB: SIE), from 2003 to 2006, Director of Business Affairs at the Toronto Blue Jays, a professional baseball team, from 2002 to 2003. Ms. Daniere currently serves on the board of directors of WonderFi Technologies, Inc. (OTCMKTS: WONDF), a decentralized finance technology development company, since September 2022.
Ms. Daniere also currently serves on the board of directors of several private companies, including SRx Health Solutions, a provider of advanced treatment, patient support programs, and pharmaceutical services, since November 2022, and Proactive Group Holdings Inc., a financial media portal that provides news, commentary and analysis of listed companies, since September 2021, where she also serves as Chair of the board of directors. Ms. Daniere previously served on the board of directors of RIV Capital, Inc. (f/k/a/ Canopy Rivers Inc.) (CSE: RIV, OTC: CNPOF), a venture capital firm, from May 2018 to September 2022, where she also served as Chair of the board of directors from September 2020 to September 2022 and Chair of the Human Resources and Corporate Governance Committee from May 2018 to September 2020, MDC Partners, Inc. (NASDAQ: MDCA), an advertising and marketing holding company, from June 2020 to September 2021, where she served as a member of the audit committee, and Tangelo Game, Corp. (TSX-VENTURE: GEL), a social casino game development company, from December 2015 to September 2018, where she served as Chair of the Human Resources and Corporate Governance Committee and Chair of the Special Committee that oversaw the company being taken private. Ms. Daniere holds a B.A. in Political Science from the University of Toronto and a J.D. from Tulane University Law School.
Mr. Trachuk is based on Toronto and currently serves as Counsel at Norton Rose Fulbright, a leading international legal practice, since December 2022. Prior to Norton Rose Fulbright, Mr. Trachuk served as the President of Bailgate Consulting Ltd., a business advisory and consulting firm, since January 2022. Mr. Trachuk also served as Senior Vice President of Corporate Development at Sullivan Entertainment, an international media production and distribution company, from January 2022 to May 2022 and General Counsel at Entertainment One, Ltd. (LSE: ETO), an entertainment content production and distribution company and a subsidiary of Hasbro, Inc. (NASDAQ: HAS), from May 2018 to April 2020.
Previously, Mr. Trachuk served as a Senior Partner in the Business Law Group at Osler, Hoskins & Harcourt LLP ("Osler"), a Canadian-based law firm, from 1989 to May 2018, where he practiced corporate and securities law with an emphasis on mergers, acquisitions and strategic alliances. Mr. Trachuk currently serves on the board of directors of Playmaker Capital, Inc. (TSXV: PMKR, OTCQX: PMKRF), a digital sports media company, since June 2021, where he serves as Chair of the Governance and Nominating Committee, and Almonty Industries, Inc. (TSX: AII), a mining and exploration company, since January 2011, where he serves as Chair of the Audit Committee. Mr. Trachuk previously served on the board of directors of eOne from May 2007 to May 2010. Mr. Trachuk holds a B.A. in Economics from Carleton University, a J.D. from the University of Ottawa and a LLM in Corporate Law from the London School of Economics.
Mr. Trachuk also received an ICD.D designation from the Institute of Corporate Directors through the University of Toronto - Rotman School of Management as well as Certificates in Financial Trading and Option Strategy and in Financial Analysis & Investment Management from the University of Toronto and has received a Six Sigma Greenbelt Certification from the Schulich School of Business at York University. Mr. Trachuk is called to bar in the provinces of Ontario and British Columbia and is a qualified solicitor in England and Wales.
ABOUT THUNDERBIRD ENTERTAINMENT GROUP
Thunderbird Entertainment Group is a global award-winning, full-service multiplatform production, distribution and rights management company, headquartered in Vancouver, with additional offices in Los Angeles, Toronto, and Ottawa. Thunderbird creates award-winning scripted, unscripted, and animated programming for the world's leading digital platforms, as well as Canadian and international broadcasters.
Thunderbird's vision is to produce high quality, socially responsible content that makes the world a better place. The Company develops, produces, and distributes animated, factual, and scripted content through its various content arms, including Thunderbird Kids and Family (Atomic Cartoons), Thunderbird Unscripted (Great Pacific Media), formerly known as Thunderbird Factual, and Thunderbird Scripted. Productions under the Thunderbird umbrella include The Last Kids on Earth, Molly of Denali, Highway Thru Hell and Kim's Convenience, among others. The Company also has a team dedicated to global distribution and consumer products. Thunderbird is on Facebook, Twitter, and Instagram at @tbirdent.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release, which has been prepared by management.
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