Stonehouse Announces Nominees for Election to Board of Directors of Intrinsyc Software International, Inc. and Provides Update Regarding Requisitioned Meeting
TORONTO, Jan. 24, 2013 /CNW/ - Stonehouse Capital Management Inc. ("Stonehouse Capital") and its President Daniel S. Marks (collectively, "Stonehouse") today announced Stonehouse's slate of seven directors (the "Shareholder Nominees") who will be proposed for election at the next meeting of shareholders of Intrinsyc Software International, Inc. ("Intrinsyc") in replacement of Intrinsyc's current seven directors.
The Shareholder Nominees are: G. Randy Buchamer, K. Laurence L. Cooke, Daniel S. Marks, Robert Odendaal, Michael W. Bird, David M. Lewis and Peter H. Puccetti. The Shareholder Nominees will provide Intrinsyc with the board oversight and direction it urgently requires and will build sustainable long-term shareholder value at Intrinsyc. Collectively, the Shareholder Nominees beneficially own, directly or indirectly, or exercise control and direction over or otherwise indirectly have an interest in 19,838,400 common shares of Intrinsyc, or approximately 12.2% of Intrinsyc's outstanding shares.
On December 10 2012, Stonehouse caused a meeting requisition to be delivered to Intrinsyc duly requisitioning its current board to call a special meeting of Intrinsyc's shareholders for the purpose of removing all of the existing directors of Intrinsyc and electing the Shareholder Nominees in their place.
Stonehouse believes that the immediate reconstitution of Intrinsyc's board with the Shareholder Nominees is in the best interests of Intrinsyc and ALL its shareholders. As a fellow shareholder, Stonehouse believes that Intrinsyc's strategy, operating and financial performance and oversight under the current board has been flawed and inadequate. For almost three years, Intrinsyc's current board has pursued a costly, distracting and failed process of exploring strategic alternatives, a process which continues to this day. Intrinsyc's board has never properly disclosed to Intrinsyc's shareholders the full financial cost to Intrinsyc of this failed process. For more than four years, the current board has also failed to create any value for Intrinsyc's shareholders, with Intrinsyc's share price currently trading at approximately the same level as it did at the end of 2008.
Stonehouse believes that Intrinsyc is now at a critical juncture, having recently announced exciting developments regarding its strategic relationship with Qualcomm Incorporated that have the potential for significant long-term recurring revenues. Stonehouse believes that it is time for Intrinsyc to support its management team with a focus on its core business, including the significant organic growth opportunity presented by the relationship with Qualcomm, unencumbered by further wasted consideration of disparate strategic alternatives. In Stonehouse's view, rather than continuing to chase transformative and potentially dilutive strategic alternatives, Intrinsyc must now focus its financial and management resources on creating long-term shareholder value from its existing business opportunities, including by ensuring that Intrinsyc commits the required financial resources and has the long-term strategic stability to attract and retain the key engineering and other personnel that are necessary for Intrinsyc to execute on its business.
Based upon discussions with other large shareholders of Intrinsyc, and even before Stonehouse undertakes any public solicitation of proxies, Stonehouse already believes that the holders of more than 25% of Intrinsyc's outstanding shares will support the replacement of Intrinsyc's current directors at the requisitioned meeting. Stonehouse believes that the election of the Shareholder Nominees will revitalize Intrinsyc's board, put an end to further distracting consideration of strategic alternatives, and result in substantial improvements in the operating and financial performance of Intrinsyc and the performance of its share price.
In response to the meeting requisition delivered December 10, 2012, rather than arranging for a special shareholders' meeting to be held in a timely fashion, the current board announced on December 20, 2012 that Intrinsyc had called an annual and special meeting of shareholders, to include the business outlined in the meeting requisition, to be held on May 14, 2013.
Stonehouse does not believe that the current board's attempt to delay the requisitioned meeting for more than five months from the delivery of the meeting requisition is in the best interests of Intrinsyc or its shareholders. Stonehouse also does not believe that the current board's continuing efforts to pursue one or more strategic alternative transactions in advance of the requisitioned meeting, and the election of a board in which a majority of Intrinsyc's shareholders have trust and confidence, makes any sense. Given the current board's failed pursuit of strategic alternatives for almost three years, Stonehouse believes it is highly likely that any transaction now brought forward by the current board, under pressure and in the face of their pending removal, would almost certainly be blocked by Intrinsyc's shareholders and will represent a further needless waste of Intrinsyc's resources.
On December 31, 2012, Intrinsyc was advised that Mr. Marks would be commencing an application in the Ontario Superior Court of Justice (Commercial List) seeking to advance the date of the requisitioned meeting. That application is scheduled to be heard on January 25, 2013. Mr. Marks' brought the application because he believes that it is in the best interests of Intrinsyc and all its shareholders that the requisitioned meeting be held as soon as practicable so that Intrinsyc's shareholders, by majority vote, can determine which board that they want leading Intrinsyc. Intrinsyc's current directors, who collectively with Intrinsyc's executive officers owned only approximately 1.6% of Intrinsyc's outstanding shares as of December 31, 2011, have been resisting the application.
The support of Intrinsyc's shareholders and, ultimately, their vote at the requisitioned meeting, are very important to the future of each shareholder's investment in Intrinsyc. Shareholders interested in expressing their support for positive change at Intrinsyc should contact Daniel Marks by telephone at 416-907-6908 or by email at firstname.lastname@example.org.
Biographies of Shareholder Nominees
Information regarding the seven Shareholder Nominees to be proposed by Stonehouse for election as directors of Intrinsyc is set forth below:
G. Randy Buchamer - Mr. Buchamer has been the President, Chief Operating Officer and a director of Legend Power Systems Inc. since November 2010. Legend Power Systems Inc. is a leading electrical energy conservation company that manufactures and markets a patented device to help commercial and industrial customers achieve significant energy savings through voltage optimization. Mr. Buchamer has led or provided mentorship in the transformation of several underperforming private and public firms over the years. He was previously Managing Director, Operations for The Jim Pattison Group and served in executive roles with Mohawk Oil Company. Under his leadership, Mohawk Oil was restructured, underwent a successful corporate turnaround and was listed on the Toronto Stock Exchange. Mr. Buchamer has been a director and the Chairman of RewardStream Inc. since June 2002 and was previously a director of Uracan Resources Ltd. (formerly, User Friendly Media Inc.). Mr. Buchamer also currently serves on the advisory board and as operations conduit of two private high growth companies that have each grown to over $20 million in annual revenue.
K. Laurence L. Cooke - Mr. Cooke is an experienced senior executive with extensive international experience and proven results in large public, small private and entrepreneurial companies. He has considerable telecommunications and technology experience gained in Canada, the United Kingdom and South Africa. Mr. Cooke currently provides consulting services focussed on the wireless and telecommunications sectors. Previously, Mr. Cooke served as Vice-President, Wireless at Shaw Communications Inc., a diversified communications and media company, until January 2011. From 2006 to 2008, Mr. Cooke served as Chief Operating Officer at Bell Mobility and Bell Distribution Inc., with a wide range of responsibilities. Prior to that, in the United Kingdom, Mr. Cooke's experience includes working in Accenture Strategy Practice on high-tech and telecommunications and starting up a number of smaller telecommunications and technology organizations. Mr. Cooke holds an MBA from London Business School, as well as a Bachelor of Science in Computer Sciences and Economics from the University of the Witwatersrand in South Africa.
Daniel S. Marks - Mr. Marks is the President and Principal of Stonehouse Capital, a portfolio management firm specializing in active investments in Canadian microcap companies. From June 2010 to May 2012, Mr. Marks was a director of Pacific Safety Products Inc., Canada's leading soft body armour company, where he also served as Executive Chairman from September 2010 to May 2012. In that role, he oversaw a strategic turnaround in the company, through a process that involved the introduction of a new board and management team and ultimately a merger with Zuni Holdings Inc. From June 2009 to December 2010, Mr. Marks was a director of MTI Global Inc. (renamed Zuni Holdings Inc. in June 2010), a company involved in the design, development and manufacturing of products used primarily in the aerospace industry. Mr. Marks also served as President, Chief Executive Officer and Interim Chief Financial Officer of Zuni Holdings Inc. from June 2010 to December 2010. Mr. Marks has over twenty years of investment management experience, including positions with Polar Securities Inc., Citibank, Republic National Bank of New York and TD Securities. Mr. Marks holds a Chartered Financial Analyst (CFA) designation and an MBA from McMaster University. Clients of Stonehouse Capital, including Mr. Marks, currently beneficially own, directly or indirectly, 10,422,000 common shares of Intrinsyc, or approximately 6.4% of Intrinsyc's outstanding shares. Stonehouse Capital and, ultimately Mr. Marks, exercise control and direction over all such common shares.
Robert Odendaal - Mr. Odendaal is an experienced corporate executive with a background in the telecommunications, broadcasting & media, and technology industries, including distressed business recovery, business transformation, start-ups and growth businesses. Mr. Odendaal has recently returned to Canada after being abroad for five years. From 2007 to 2008, Mr. Odendaal was the Chief Executive Officer of Astro All Asia Networks PLC, a company that provided direct-to-home satellite pay television services primarily in Malaysia and Indonesia. From 2005 to 2006, Mr. Odendaal was Chief Executive Officer of Bell Mobility and Bell Distribution Inc, and prior to this he was President and Chief Executive Officer of Bell Canada Video Group (including Bell ExpressVu). Before that he held several senior Executive Directorships, including as Director of Digital Business Development, for British Sky Broadcasting Limited (Sky) in the United Kingdom between the years 1996 and 2003, and prior to that was Commercial Manager of Digital Broadcasting for the British Broadcasting Corporation (BBC). Mr. Odendaal is a British accountant (FCMA, CGMA) and holds an MBA from Heriot-Watt University in Edinburgh. Mr. Odendaal currently beneficially owns, directly or indirectly, or exercises control and direction over, 242,000 common shares of Intrinsyc.
Michael W. Bird - Mr. Bird has more than 25 years of capital markets experience in Canada. He is currently Vice President and Head of Trading at Red Jacket Asset Management, an alternative asset investment management company. Prior to joining Red Jacket, Mr. Bird was a Vice President at GMP Securities L.P., an independent investment dealer, in the Quantitative Strategies Trading Group, served as Vice President, Head of Equity Derivatives at Desjardins Securities from 2002 to 2008 and a Senior Trader and Vice President at RBC Dominion Securities from 1994 to 2002 working in the Equity Derivatives Group. Mr. Bird has vast experience in the Canadian derivatives marketplace and has served on the TSE Derivative Markets Committee and the TSE Derivatives Advisory Group. Mr. Bird currently beneficially owns, directly or indirectly, or exercises control and direction over, 200,000 common shares of Intrinsyc.
David M. Lewis - Mr. Lewis is the founder, Chairman and Chief Executive Officer of Renvest Mercantile Bancorp Inc., an exempt market dealer that provides capital and advisory services to the natural resource sector, and in 1994 founded its predecessor, Renvest Capital Corporation. Mr. Lewis has more than 28 years of experience in the financial services industry including his tenure as President and CEO of Altamira Securities from 1991 to 2001. While at Altamira, Mr. Lewis was also the President and CEO of Global Renaissance Fund, a private equity pool. In 2001, Mr. Lewis was a founding partner of Jovian Capital Corporation, a leading player in the Canadian hedge fund industry. He began his career in investment banking with Dominion Securities and has experience sitting on both private and public company boards. Mr. Lewis previously served as a director of Nuinsco Resources Limited, Alpha One Corporation and Chalk Media Corp. Mr. Lewis currently beneficially owns, directly or indirectly, or exercises control and direction over, 6,259,400 common shares of Intrinsyc, and a further 2,715,000 common shares are held by one or more trusts of which Mr. Lewis and/or various members of his family are beneficiaries but of which Mr. Lewis is not a trustee. Mr. Lewis does not exercise control or direction over these 2,715,000 common shares. Collectively, such 8,974,400 common shares represent approximately 5.5% of Intrinsyc's outstanding shares.
Peter H. Puccetti - Mr. Puccetti has 20 years of special-situations investment experience, including involvement in many restructurings and turnarounds. He is the founder, Chairman and Chief Investment Officer of Goodwood Inc., which is the investment manager of various investment funds including Goodwood Fund which began in October 1996 as a long/short equity fund with a focus on special-situations value investing. Mr. Puccetti is a director and former member of the senior management team of The Westaim Corporation. Since August 8, 2012, Mr. Puccetti has served as Chief Executive Officer and a director of Longford Energy Inc., a publicly listed company currently seeking to deploy its cash assets. Since November 28, 2012, Mr. Puccetti has also served as Chief Executive Officer and a director of Dacha Strategic Metals Inc., a publicly listed company that owns an inventory of rare earth metals. Prior to founding Goodwood Inc., Mr. Puccetti co-founded a successful institutional brokerage boutique, Puccetti Farrell Capital Partners. Previously, Mr. Puccetti was an analyst, investment banker, partner and member of the steering committee of Sprott Securities Limited (now Cormark Securities Inc.). Mr. Puccetti holds a Chartered Financial Analyst (CFA) designation.
In the event that the Shareholder Nominees are elected at the requisitioned meeting, they intend to cause the size of Intrinsyc's board to be reduced from seven to five, which Stonehouse and the Shareholder Nominees believe is at present a more appropriate board size for Intrinsyc and will reduce board-related costs. Contemporaneously with that reduction in board size, it is expected that Messrs. Puccetti and Lewis would resign as directors.
Stonehouse is not asking shareholders of Intrinsyc to send a form of proxy at this time, as formal notice of the special meeting of Intrinsyc's shareholders (the "Special Meeting") to be held in response to the meeting requisition that Stonehouse previously caused to be delivered to Intrinsyc has not yet been sent to Intrinsyc's shareholders, and Intrinsyc has not yet filed its management information circular in relation to the Special Meeting. The removal of each of the current directors of Intrinsyc, and the election of the Shareholder Nominees in their place, will be considered at the Special Meeting. Prior to the Special Meeting, Stonehouse expects to furnish a proxy circular to shareholders of Intrinsyc, together with a BLUE form of proxy. SHAREHOLDERS OF INTRINSYC ARE URGED TO READ STONEHOUSE'S PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of Stonehouse's proxy circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at http://www.sedar.com. In addition, shareholders will also be able to obtain free copies of Stonehouse's proxy circular and other relevant documents by calling Stonehouse Capital at 416-907-6908, when such documents become available.
Information in Support of Public Broadcast Solicitation
Stonehouse is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.
This solicitation is being made by Stonehouse Capital Management Inc. together with its President Daniel S. Marks, and not by or on behalf of the management of Intrinsyc.
Intrinsyc's principal business office is Suite 380 - 885 Dunsmuir Street, Vancouver, British Columbia, V6C 1N5.
Stonehouse has filed an information circular dated January 24, 2013 (the "Stonehouse Circular") containing the information required by Form 51-102F5 - Information Circular in respect of its proposed nominees. The Stonehouse Circular will be available on Intrinsyc's company profile on SEDAR at http://www.sedar.com.
Proxies for the Special Meeting may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by directors, officers and employees of Stonehouse Capital, and by the Shareholder Nominees, none of whom will be specifically remunerated therefor. In addition, Stonehouse may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. Stonehouse may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Stonehouse.
All costs incurred for the solicitation will be borne by Stonehouse, provided that Stonehouse may determine, upon a successful reconstitution of Intrinsyc's board of directors, to seek reimbursement from Intrinsyc of Stonehouse's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with the reconstitution of Intrinsyc's board of directors.
A registered holder of common shares of Intrinsyc that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the blue form of proxy to be provided by Stonehouse, or as otherwise provided in the accompanying proxy circular of Stonehouse, once made available to Intrinsyc's shareholders; or (b) by depositing an instrument in writing executed by you or by your attorney authorized in writing, as the case may be: (i) at the registered office of Intrinsyc at any time up to and including the last business day preceding the day of the Special Meeting or any adjournment or postponement of the Special Meeting, or (ii) with the Chairman of the Special Meeting prior to its commencement on the day of the Special Meeting or any adjournment or postponement of the Special Meeting; or (c) in any other manner permitted by law.
A non-registered holder of common shares of Intrinsyc will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.
Except as otherwise disclosed herein, to the knowledge of Stonehouse, none of Stonehouse Capital nor Daniel S. Marks nor any of the directors or officers of Stonehouse Capital, or any associates or affiliates of the foregoing, or any of the Shareholder Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of Intrinsyc's most recently completed financial year or in any proposed transaction (other than the proposed changes and transactions referred to herein) that has materially affected or will materially affect Intrinsyc 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 currently known to be acted on at the Special Meeting, other than the election of directors.
SOURCE Stonehouse Capital Management Inc.