Glass Lewis Recommends Against Peter Kellogg And His Attempt To Improperly Acquire Control Of MFC's Board
All leading proxy advisory and corporate governance firms have now recommended that shareholders vote against Peter Kellogg as a director of MFC and his proposal to take control of MFC's board
NEW YORK, Dec. 18, 2013 /PRNewswire/ -- MFC Industrial Ltd. ("MFC" or the "Company") (NYSE: MIL) today announced that the other leading independent proxy advisory and corporate governance firm, Glass, Lewis & Co. ("Glass Lewis"), has recommended that MFC shareholders vote "AGAINST" Peter Kellogg / IAT Reinsurance Company, Ltd.'s (the "Kellogg Group") attempt to improperly take control of the MFC board at the upcoming annual general and special meeting of MFC to be held on December 27, 2013 (the "Meeting") and to withhold their votes from the election of Peter Kellogg as a director, citing concerns, among others, regarding the Kellogg Group's "questionable behavior". Together with the previously announced recommendation of Institutional Shareholder Services Inc. ("ISS"), the two leading independent proxy advisory and corporate governance firms have now recommended that shareholders vote "AGAINST" the Kellogg Group's proposal to obtain a majority of the MFC board at the Meeting and against the election of Mr. Kellogg to the MFC board.
Glass Lewis has recommended that, among other things, MFC shareholders vote "AGAINST" the Kellogg Group's proposal to fix the number of directors at 11. Glass Lewis commented that: "we believe that the board is in the best position to determine the appropriate number of directors" and that "it appears [the Kellogg Group's] plan falls short of a comprehensive detailed plan that would warrant granting the Dissident majority control of the board."
Glass Lewis also recommended that shareholders "WITHHOLD" their votes from the majority of Peter Kellogg's nominees, and identified and raised specific concerns with some of the Kellogg Group's nominees:
"we also have some concerns regarding some of the Dissident's nominees… Our concerns regarding the Dissident and some of its nominees stem from Mr. Kellogg's and IAT's questionable behavior regarding the lack of timely required disclosure… In our view, the [MFC] board raises sufficient concerns regarding the potential services on the MFC board of Dissident nominees Mr. Kellogg, Mr. Grange and Mr. Harris… to exclude them from serving on the MFC board at this time."
Michael Smith, Chief Executive Officer of MFC, commented: "Both the ISS and Glass Lewis recommendations are completely in line with our recent proposal to the Kellogg Group. It is disappointing that the Kellogg Group continues to ignore the recommendations of ISS, Glass Lewis and the voice of other shareholders and has chosen not to respond to our proposal in any meaningful way."
Mr. Smith addressed Peter Kellogg: "Mr. Kellogg, it is time to end this proxy contest and cease putting the Company's long term strategy and the value we have built for shareholders at risk. We urge your group to put aside your plan to take control of MFC's board and to listen to the voices of other shareholders and both leading independent governance firms, ISS and Glass Lewis, and act in the best interests of the Company."
MFC urges shareholders to carefully review MFC's communications to shareholders and Proxy Circular, which are available on SEDAR and EDGAR and on the Company's website at www.mfcindustrial.com/investor_relations, and promptly vote only their WHITE proxy well in advance of the proxy voting deadline of December 24, 2013 at 4:00 p.m. (Hong Kong time).
Regardless of the number of shares you own, we ask for your support by casting your vote today by completing and returning ONLY the WHITE proxy. If you have any questions or need assistance in casting your vote or completing your WHITE proxy, please call Mackenzie Partners Inc. within North America toll free at 1-800-322-2885, collect at (212) 929-5500, or by email at email@example.com.
About MFC Industrial Ltd.
MFC is a global commodity supply chain company and is active in a broad spectrum of activities, including its integrated commodities operations, mineral and hydrocarbon interests, which focus on metals, energy, chemicals, plastics and wood products. MFC also provides logistics, financial and risk management services to producers and consumers of commodities. Our global business activities are supported by our captive commodities sources through strategic direct or indirect investments and other commodities sources secured by us from third parties.
To obtain further information on the company, please visit our website at www.mfcindustrial.com.
SOURCE MFC Industrial Ltd.
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