|By Marketwired .||
|December 18, 2013 08:40 PM EST||
GREENWICH, CONNECTICUT -- (Marketwired) -- 12/18/13 -- FrontFour Capital Group LLC ("FrontFour") today announced that they have filed a proxy circular (the "FrontFour Circular") in connection with the requisition for a special meeting of shareholders of Renegade Petroleum Ltd. ("Renegade", or the "Company") scheduled for January 28, 2014 (the "Special Meeting") and are in the process of mailing to Renegade shareholders a GREEN form of proxy, a letter to shareholders and the FrontFour Circular calling for the removal of the existing Renegade directors and the election of new directors nominated by FrontFour.
FrontFour has issued an open letter to all shareholders of Renegade, which is attached to this press release. FrontFour has also created a website www.saveRenegade.com for shareholders to refer to and to be able to easily vote their shares in favour of FrontFour's director nominees.
The FrontFour nominees represent approximately 8.2% of the issued and outstanding shares of Renegade (the "Renegade Shares") and cite Renegade's underperformance and governance deficiencies as primary reasons for board change and have nominated Zachary George, Murray Sinclair, Stephen Slack, Tim Granger, Randy Best, David Pope and Ryan Dunfield, highly qualified and experienced individuals, to be elected to the Board at the Special Meeting on January 28, 2014.
Attention Renegade shareholders:
Regardless of how many Renegade Shares you own, it is imperative you vote your GREEN proxy to put an end to the current Board's track record of strategic missteps, weak financial controls, and poor governance.
Even if shareholders have already voted using Management's form of proxy, shareholders can still change their vote by voting the GREEN proxy, as only the latest dated proxy will be counted at the meeting. Vote the GREEN FrontFour proxy no later than 5:00 p.m. (Calgary time) on January 23rd, 2014.
December 18, 2013
Dear fellow Shareholder of Renegade Petroleum Ltd.:
The upcoming special meeting of Shareholders is an important opportunity for you to make a critical decision that will impact the future of your investment. I am writing to ask for your support as we attempt to hold the current directors of Renegade accountable for their numerous failings as stewards of shareholder capital. Over the last year, more than $275 million (see chart below) in equity value has been destroyed and the Board has fumbled almost every single strategic decision put before them. Shockingly, the current Chairman, Thomas Budd, claims to be on the "right path".
We are providing you with an opportunity to support a group of new experienced independent directors who collectively own more than 8% of Renegade Petroleum Ltd. and have a demonstrated track record of value creation. Why would shareholders support the current Board, which has a track record of strategic missteps, weak financial controls, and poor governance?
To view a graph associated with this release, please visit the following link: http://media3.marketwire.com/docs/918736i.pdf
Renegade Petroleum Ltd. has significant value potential, however, we do not believe that this value will be realized without material changes in leadership and strategy. We believe Shareholders have no choice but to act now to replace the current Board and put Renegade back on a path to creating significant value for all Shareholders. To this end, we have nominated Zachary George, Murray Sinclair, Stephen Slack, Tim Granger, Randy Best, David Pope and Ryan Dunfield, highly qualified and experienced individuals, to be elected to the Board at the Meeting on January 28, 2014. As you can see from their biographies in the FrontFour Circular, our nominees have the experience, expertise and integrity to act in your best interests. Other than Zachary George and Ryan Dunfield, the nominees are completely independent of FrontFour.
Who is FrontFour?
FrontFour is an investment management company that has offices in Greenwich, Connecticut and Toronto, Ontario. Our principals have extensive experience with event driven and turnaround investing. Most of our investments are passive in nature but we have taken a more active role in companies across multiple industries to drive positive change and create value. Over the last five years, FrontFour has delivered compound annual returns greater than 23.5%, net of fees, to its investors.
Not only have we created significant value for FrontFour's direct investors, but in cases where we have engaged with company boards and played a role in developing strategy, we have a clear track record of creating value for all shareholders. The current Board has claimed that FrontFour is seeking control of Renegade without paying a premium. This is a weak argument. FrontFour is one of the largest shareholders of Renegade and is attempting to create value for all Shareholders - nothing more. FrontFour's nominees will ultimately be subject to majority voting principles, and annual elections, and will be held accountable for their performance. It is painfully obvious that Renegade is in dire need of fresh ideas and motivated fiduciaries. To this end, FrontFour has recruited a group of independent directors that will work hard to create value for ALL Renegade Shareholders.
Renegade's has tried to portray FrontFour as an opportunistic, short-term investor. This couldn't be further from the truth. Repairing the damage done by the current Board will be no easy task and will take considerable time. We are up for the task and our nominees are committed. WE HAVE A PLAN AND A TRACK RECORD OF VALUE
If elected as directors of the Company, following the Special Meeting our nominees intend to take the following actions:
-- Hire a highly qualified CEO to lead Renegade's operating team. -- Develop a new capital budget, which will prioritize free cash flow to accelerate the repayment of debt. -- Evaluate the dividend in order to repair the balance sheet, which has been poorly managed by the current Board, while seeking to ensure that yield-oriented investors do not become forced sellers of the shares. -- Focus on the reduction of SG&A and operating costs, which the current Board has allowed to become elevated versus Renegade's peers. -- Seek to execute a reverse stock split, subject to shareholder approval, to reduce the relative cost of trading for all investors. -- Seek to migrate Renegade's listing from the Venture Exchange to the Toronto Stock Exchange to improve visibility and governance standards. -- Put the company on a dual strategic path whereby management works to "fix and grow" as well as "fix and sell" the business. -- Implement best governance practices and re-align the interests of the Board with those of shareholders.
Shareholders Should Oppose the Desperate Entrenchment of the Current Board
The FrontFour nominees represent approximately 8.2% of the issued and outstanding Renegade Shares. FrontFour has spoken to several members of the Board to request that the Company avoid further unnecessary expenditures and an unnecessary proxy fight and work with FrontFour to achieve a compromise in replacing the current Board.
FrontFour has always been open to a negotiated resolution and does not require a majority of Board seats so long as the glaring conflicts and governance issues that the Thomas Budd led Board has endorsed are eliminated. Despite our efforts, Renegade has refused to budge and has continued on its path to engage in a contested proxy solicitation, unnecessarily wasting your money in a fruitless and inappropriate attempt to preserve control for the existing Board.
The current Board has also inappropriately, and in breach of their fiduciary duties, threatened shareholders with the triggering of certain incentive plans.
Even in this proxy fight, Renegade's Board is proposing slate-based rather than individual voting, which is recognized as poor governance and seeks to limit shareholders' freedom of choice.
Thomas Budd has publicly claimed that his calls to FrontFour have gone "unanswered". Not only has Mr. Budd not called our offices, but FrontFour is aware that he orchestrated a call between current directors and shareholders to discuss the proxy contest and Board representation. Despite the participants in this call suggesting that we be included and our interest in a productive dialogue, Mr. Budd intentionally excluded FrontFour from these discussions. Mr. Budd's claims are clearly disingenuous. This process is now being dominated by ego and control instead of value and logic. The current Board owns almost no stock but believes that it is in a position to dictate terms to the owners of the business. We have seen exactly what the current Board is capable of - Shareholders deserve better. The time for change is now.
In the following pages, we have presented the reasons why we believe you should support our proposed directors, and have outlined a business plan that will result in a stronger and profitable Company for the benefit of all Renegade stakeholders. The decision is yours to make.
We urge you to carefully consider the contents of this circular and vote only the GREEN proxy to vote FOR removing the existing directors and vote FOR our nominees. HELP US BRING POSITIVE CHANGE TO RENEGADE.
Even if you have already voted using Management's form of proxy, you can still change your vote by voting the GREEN proxy, as only the latest dated proxy will be counted at the meeting. Vote the GREEN FrontFour proxy no later than 5:00 p.m. (Calgary time) on January 23rd, 2014.
Zachary George, Managing Member
FrontFour Capital Group, LLC
INFORMATION IN SUPPORT OF FRONTFOUR'S PUBLIC BROADCAST SOLICITATION
The following information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. FrontFour is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation.
This solicitation of your proxy is being made by FrontFour and is not by or on behalf of the management of Renegade.
The address for Renegade's head office is 500, 850 - 2 Street SW Calgary, Alberta, T2P. The address for Renegade's registered office is 500, 850 - 2 Street SW Calgary, Alberta, T2P.
In addition to the FrontFour Circular, FrontFour has launched a website containing the information required by section 9.2(4) of NI 51-102. The FrontFour Circular is available on www.saverenegade.com, and is also available for review on SEDAR at www.sedar.com under Renegade's profile.
Proxies may be solicited by FrontFour by broadcast, speech or publication, including websites and other media, as well as exemptions from the solicitation requirements under applicable securities laws.
FrontFour has entered into an agreement with CST Phoenix Advisors ("Phoenix") pursuant to which Phoenix has agreed to act as information and proxy solicitation agent in connection with FrontFour's solicitation. Pursuant to this agreement, services provided by Phoenix are based on a fee of up to $200,000. The cost of solicitation by FrontFour will be borne directly and indirectly by FrontFour, subject to reimbursement by Renegade if the solicitation is successful, as is customary.
A registered holder of common shares of Renegade Shares can revoke a previously deposited proxy by: (i) completing a proxy form that is dated later than the proxy form you are revoking and mailing it to CST Phoenix Advisors so that it is received no later than 5:00 p.m. (Calgary time) on Thursday, January 23rd, 2014; (ii) delivering another executed form of proxy bearing a later date and depositing it with or telecopying it to Renegade or Olympia Trust Company and providing a copy to CST Phoenix Advisors; or (iii) depositing a properly executed instrument revoking the proxy in writing, or if the shareholder is a corporation, by a duly authorized officer or attorney of such corporation, at the registered office of the Company at any time up to and including the day of the Special Meeting, or any adjournment thereof. It can also be deposited with the Chairman of the Meeting or Olympia Trust Company, the transfer agent of the Company, who will count the votes. We also suggest sending a copy to CST Phoenix, which will seek to ensure your revocation is acknowledged.
A non-registered holder of Renegade Shares may revoke a voting instruction form or proxy authorization form given to an intermediary at any time by written notice to the intermediary, except that an intermediary may not act on a revocation of a voting instruction form or proxy authorization form that is not received by the intermediary in sufficient time prior to the Special Meeting.
Neither FrontFour nor any of its managing members, directors or officers, or any associates or affiliates of the foregoing, has (i) any material interest, direct or indirect, in any transaction since the beginning of Renegade's most recently completed financial year or in any proposed transaction that has materially affected or will materially affect FrontFour or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the Special Meeting other than the election of directors.
NOTICE TO UNITED STATES SHAREHOLDERS
This solicitation of proxies is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, this solicitation is made in the United States with respect to securities of Renegade in accordance with Canadian corporate and securities laws and this press release has been prepared in accordance with disclosure requirements in Canada. Shareholders in the United States should be aware that these Canadian requirements are different from the requirements applicable to proxy statements under the U.S. Exchange Act.
FORWARD-LOOKING STATEMENTS AND INFORMATION
Certain statements contained in, attached to or incorporated by reference in this press release, constitute forward-looking statements. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to Renegade or FrontFour are intended to identify forward-looking statements. Such statements reflect FrontFour's current views and intentions with respect to future events as well as assumptions made by and information currently available to FrontFour, and are subject to certain risks and uncertainties. Although FrontFour considers these assumptions to be reasonable based on the information currently available to it, many factors could cause the actual results, performance, actions or achievements of Renegade or others that may be expressed or implied by such forward-looking statements to materially differ from those described herein should one or more of these risks or uncertainties materialize. Such factors include, but are not limited to, economic, business, competitive and regulatory factors. Readers are cautioned not to place undue reliance on forward-looking statements.
The forward-looking statements contained herein are expressly qualified by this cautionary statement and are made as of the date of this press release. Except as expressly required by law, FrontFour does not intend, and disclaims any intention or obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.