Luxor Capital Group issues open letter to shareholders of Crocodile Gold

16 Feb, 2012, 10:22 ET from Luxor Capital Group, LP

NEW YORK, Feb. 16, 2012 /PRNewswire/ - Luxor Capital Group, LP ("Luxor"), a U.S.-based investment fund manager, has issued the following open letter to shareholders of Crocodile Gold Corp. ("Crocodile Gold").

To the shareholders of Crocodile Gold Corp.:

On February 7, 2012, we acquired, through a formal take-over bid, approximately 54% of the outstanding common shares of Crocodile Gold.  These acquired shares, when added to our existing position prior to the bid, leave us controlling approximately 69.5% of the issued and outstanding common shares of Crocodile Gold.  I write this letter to address some of the questions our fellow shareholders have asked Crocodile Gold's management with respect to Luxor's role within the company and our intentions now that Luxor (together with its affiliates) is the controlling shareholder of Crocodile Gold.

Why did Luxor launch a formal take-over bid for Crocodile Gold shares?

The combination of our common stock and warrants put our share ownership in Crocodile Gold at 19.9% prior to the tender.  With our stock and warrant position at this level, we were unable, as a practical matter under Canadian securities laws, to materially increase our position in Crocodile Gold without making a formal take-over bid to all shareholders.  The take-over bid process was not an indictment of existing management or the Board of Directors; rather it was the best available means for us to acquire significantly more shares of Crocodile Gold.

Why did Luxor bid for only 85% of Crocodile Gold?

Retaining a listing was (and is) an important requirement for us.  Crocodile Gold will require additional capital in 2012, and having access to the listed equity markets will help facilitate the raising of that capital should alternate forms of financing not avail themselves.  In addition, should Crocodile Gold consider acquisitions in the future, a liquid and easily-valued currency will help enable those acquisitions.  Finally, our ultimate exit envisions a potential refloating of our shares in the public markets at a materially higher share price, making retaining the listing an important, ongoing requirement for us.

Will Luxor seek to take the remaining minority stake private at some point?

#  As mentioned above, retaining a listing requirement is critical to us.  Even if we were so inclined to take the company private (and we aren't), the process of doing so would require, at minimum, approval by a "majority of the minority shareholders" (i.e., a majority of non-Luxor shareholders would have to agree to this).

How does Luxor view the minority shareholders?

We view minority shareholders as equal partners with goals identical to our own - maximizing per-share, shareholder wealth.  As previously mentioned, Luxor's ultimate exit from Crocodile Gold is most likely a refloating of our shares in the marketplace. To effect this strategy, it will be critical to ensure the stock price accurately reflects the fair value of the company.  The only way to do this is to respect all shareholders, maintain openness with the shareholder base and, whenever possible, align Luxor's incentives with minority shareholder incentives.

How will Luxor communicate with shareholders going forward?

Most likely we won't.  This will probably be our only formal communication with shareholders.  We are however, asking the company to significantly increase its transparency to shareholders, a suggestion warmly embraced by the company's CEO, Chantal Lavoie.  We are working with the company on the format for a monthly update to be publicly released to all shareholders on the same day of every month.  We hope that good news or bad, the increased transparency will allow shareholders to better understand the operations of Crocodile Gold and at the same time attract new shareholders to our story.

What is Luxor's plan for management and the Board?

We are pleased to report that all senior management of Crocodile Gold have agreed to new contracts with the company, including Mr. Lavoie, who signed a committed contract for 2.5 years on February 8, 2012.  Crocodile Gold is fortunate to be under the leadership of someone with Chantal's significant experience and strength.  We look forward to working with him over the coming years.  The Board, in accordance with the support agreement entered into in connection with the take-over bid, will initially be constituted as follows: Chantal Lavoie, two independent, continuing Board members and two appointees designated by Luxor.  We expect the two appointees to be designated by Luxor will be identified by us and appointed by the Board by the end of the month.

What is the ongoing relationship with Forbes & Manhattan?

Forbes continues to provide back office, financial and technical support for Crocodile Gold.  We expect the company will negotiate a transition services agreement with Forbes that will allow Crocodile Gold some time to replicate those services in-house.  Forbes also provides us access to technical support and industry knowledge not obtainable otherwise by a company of Crocodile Gold's size.

* * * *

I hope this addressed some of the concerns of current shareholders.  We are excited by the prospects of Crocodile Gold, and we hope you are as well. I will make myself available to shareholders at the company's next annual meeting, but ask that in the meantime shareholders address any questions or comments to the company's investor relations department and not Luxor.

I look forward to working together with the Crocodile Gold team and hopefully increasing shareholder wealth together with each of you.

Respectfully yours,

Michael Conboy
Luxor Capital Group, LP

Certain statements in the news release and schedule constitute forward-looking information within the meaning of applicable Canadian securities laws and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Forward-looking information generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or grammatical variations thereof. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from the expectations of Luxor include, among other things, general business and economic conditions globally or in particular geographic regions in which Crocodile Gold and its subsidiaries conduct business, the inability to attract and retain qualified employees, competition, regionally and internationally, changes in law, disruptions in business operations due to reorganization activities, and interest rate and foreign currency fluctuations. Such forward-looking information should therefore be construed in light of such factors, and Luxor is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.


SOURCE Luxor Capital Group, LP