Raging River Capital LP Requisitions Shareholder Meeting of Taseko Mines
(firmenpresse) - VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 01/13/16 --
Raging River Capital LP ("Raging River"), owning approximately 5.1 % of the outstanding common shares of Taseko Mines Limited ("Taseko"), announced today it has requisitioned the Taseko Board of Directors to call a meeting of shareholders for the purposes of, among other things, reconstituting the Board with the removal of three incumbent directors and the election of four new independent directors. The new independent directors nominees would constitute a minority of the Board.
"We believe Taseko has underperformed relative to its peers and that certain members of the incumbent board are conflicted. The three directors that should be removed stand to benefit from the collection of significant fees and the use of Taseko''s valuable cash reserves for their own personal interest. We believe making preferential, related party deals in a difficult macro cycle further destroys shareholder value," said Mark Radzik, Managing Partner of Raging River. "Taseko shareholders deserve better. It''s time for a Taseko shareholders can trust. The leaders of this company need to focus on operating its core business, and reestablishing credibility with its investors and improving share performance. Our independent and highly qualified director nominees will bring about positive change to create value for all shareholders."
THE CASE FOR CHANGE
It is clear to Raging River that the interests of certain members of the current board are not aligned with those of Taseko shareholders, given their relationship with Hunter Dickinson Inc. ("Hunter Dickinson"), a privately owned mining group with significant influence on Taseko. Hunter Dickinson has earned generous management and service fees from Taseko, which add up to almost $4 million per year, and yet Hunter Dickinson owns less than 3% of the company. Hunter Dickinson executives hold three board positions at Taseko, including the Chairman, Ronald W. Thiessen, and the CEO, Russell Hallbauer, and yet, Hunter Dickinson owns less than 3% of the company.
RAGING RIVER''S PLAN FOR CHANGE
Raging River believes Taseko has excellent core assets, the potential of which can be unlocked with the right leadership and the right plan for change:
RAGING RIVER''S INDEPENDENT AND EXPERIENCED BOARD NOMINEES
We believe that it is time for new independent leadership on the Board. The Requisition proposes the removal of each of Ronald Thiessen, Russell Hallbauer and Robert Dickinson as directors of Taseko, the setting of the number of directors at nine and the election the following four (4) new directors to the Board (collectively, the "Concerned Shareholder Nominees"):
If elected, each of the Nominees would serve until the next annual general meeting of shareholders or until their successors are elected or appointed.
ADVISORS
Raging River has engaged Norton Rose Fulbright Canada LLP as its legal advisor and Kingsdale Shareholder Services as its strategic advisor and proxy solicitor.
INFORMATION CONCERNING THE CONCERNED SHAREHOLDER NOMINEES
As set out in the Requisition, the Concerned Shareholder Nominees are Paul Blythe, Randy Davenport, Henry Park and Mark Radzik. The table below sets out, in respect of each Concerned Shareholder Nominee, his name, province or state and country of residence, his principal occupation, business or employment within the five preceding years, and the number of common shares of Taseko beneficially owned, or controlled or directed, directly or indirectly, by such Concerned Shareholder Nominee.
To the knowledge of Raging River, no Concerned Shareholder Nominee is, at the date hereof, or has been, within ten (10) years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than thirty (30) consecutive days (each, an "order"), in each case that was issued while the Concerned Shareholder Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Concerned Shareholder Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Concerned Shareholder Nominee was acting in that capacity, or within one (1) year of such Concerned Shareholder Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Concerned Shareholder Nominee.
To the knowledge of Raging River, as at the date hereof, no Concerned Shareholder Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Concerned Shareholder Nominee.
To the knowledge of Raging River, none of the directors or officers of Raging River, or any associates or affiliates of the foregoing, or any of the Concerned Shareholder Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of Taseko''s most recently completed financial year or in any proposed transaction which has materially affected or will materially affect Taseko or any of its subsidiaries; or (b) 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.
ADDITIONAL INFORMATION
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 Raging River has requisitioned the Meeting, there is currently no record or meeting date set for such Meeting and shareholders are not being asked at this time to execute a proxy in favour of the Concerned Shareholder Nominees or any other resolution set forth in the Requisition. In connection with the Meeting, Raging River intends to file a dissident information circular (the "Information Circular") in due course in compliance with applicable securities laws.
Notwithstanding the foregoing, Raging River 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 Raging River in advance of the Meeting is, or will be, as applicable, made by Raging River, and not by or on behalf of the management of Taseko. All costs incurred for any solicitation will be borne by Raging River, provided that, subject to applicable law, Raging River may seek reimbursement from Taseko of Raging River''s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.
Raging River 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 the Concerned Shareholder Nominees (in respect of the Meeting) or any other resolution set forth in the Requisition. Any proxies solicited by Raging River will be solicited pursuant to the Information Circular sent to shareholders of Taseko after which solicitations may be made by or on behalf of Raging River, by mail, telephone, fax, email or other electronic means, and in person by directors, officers and employees of Raging River or any proxy advisor that Raging River may retain or by the Concerned Shareholder Nominees.
Any proxies solicited by Raging River 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 Taseko. None of Raging River or, to its knowledge, any of its associates or affiliates, has 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.
Taseko''s principal business office is 15th floor - 1040 West Georgia Street, Vancouver, British Columbia V6E 4H1. A copy of this press release may be obtained on Taseko''s SEDAR profile at .
Contacts:
Media: Ian Robertson
Kingsdale Shareholder Services
Executive Vice President, cmomunication Strategy
Direct: 416.867.2333 / Cell: 647.621.2646
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Datum: 13.01.2016 - 16:25 Uhr
Sprache: Deutsch
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