Second Independent Proxy Advisory Firm Recommends GOLD Form of Proxy Supporting Concerned Shareholders of Aberdeen International Inc. to REMOVE Stan Bharti
- Glass Lewis, Like ISS, Recommends Shareholders Vote Using The Concerned Shareholders GOLD Form Of Proxy.
- Glass Lewis Believes Ryan Morris Is Well Suited To Represent The Interests Of Outside Shareholders On The Board.
- Glass Lewis Joins ISS In Supporting The Removal Of Stan Bharti From Aberdeen International's Board.
- Glass Lewis States Stan Bharti Is Subject To A Significant Number Of Potential Conflicts Of Interest.
- Glass Lewis Expresses Substantial Concerns With The Company's November 2014 Private Placement.
- Glass Lewis Is Concerned By The Company's Past Compensation Practices, Including Excessive Executive Compensation And Discretionary Bonuses.
TORONTO, Jan. 26, 2015 /CNW/ - Today, funds controlled by Meson Capital Partners LLC ("Meson Capital") and Nightscape Capital (UK) LLP ("Nightscape Capital", collectively, the "Concerned Shareholders") holding shares representing approximately 9% of the issued and outstanding shares of Aberdeen International Inc. (TSX:AAB) ("Aberdeen" or the "Company") announce that now a second independent proxy advisory research firm, Glass Lewis & Co. ("GL"), has recommended that Aberdeen Shareholders vote FOR Concerned Shareholders nominee Ryan J. Morris by removing management nominee Stan Bharti. This recommendation by GL is further reinforcement of the Concerned Shareholders earlier press release announcing that Institutional Shareholder Services ("ISS") also recommended support for Concerned Shareholders nominee Ryan Morris and the removal of Stan Bharti utilizing the Concerned Shareholders GOLD form of proxy and NOT voting on management's proxy.
Glass Lewis, like ISS and a number of shareholders, acknowledge and realize that for Aberdeen to move forward Stan Bharti must be replaced. Glass Lewis, another widely recognized and leading independent proxy voting and corporate governance advisory firm concludes in its January 23rd report:
"…we believe Mr. Bharti, as executive chairman of both the Company and Forbes & Manhattan, is subject to a significant number of potential conflicts of interest."
"To this end, we believe the board could benefit from additional outside scrutiny and independent oversight and that appointing a Dissident director to the board would help to ensure the interests of unaffiliated shareholders are protected. As key architect of the contest and largest shareholder on the Dissident slate, we believe Mr. Morris is well suited to represent the interests of outside shareholders on the board."
In addition, Glass Lewis expressed significant concern for the Company's egregious governance and compensation practices, while like ISS, also criticized management's recent private placement:
"We also have substantial concerns with the Company's November 2014 private placement, which appears to have been largely unnecessary, financially unfavorable and dilutive to existing shareholders, in our view. The board's rejection of Meson's superior proposal, together with the fact that all of the participants are Company insiders or connected with the Company or Mr. Bharti, leads us to question the objectivity of the incumbent board. Moreover, all of the incumbent directors have served on the boards of multiple companies that are affiliated with Mr. Bharti or Forbes & Manhattan, drawing into question the practical independence of the board, in our view. The incumbent slate also falls short of the 66.6% independence threshold defied as best practice by the Canadian Coalition for Good Governance."
"Turning to the board's governance, we are concerned by the Company's past compensation practices, including excessive executive compensation and discretionary bonuses that failed to align pay with performance…"
In its January 16th report, ISS found that:
"By replacing Bharti, who exerts significant Forbes & Manhattan influence on the board and bringing Morris on the board will help improve the overall governance structure and true independence level of the board, with an expectation to provide more transparency and strengthen the independent oversight over related party transactions/loans, effectiveness of cost cutting, etc., which should ultimately benefit the overall shareholder return over the long-term."
Glass Lewis and ISS Recommend Voting Your GOLD Proxy Now
Both Glass Lewis and ISS have recommended that Aberdeen Shareholders should vote to remove Stan Bharti at the upcoming meeting and recommended using the Concerned Shareholders GOLD form of proxy when casting your vote. This recommendation has only affirmed what we have been saying for some time, namely that urgent change is needed before it's too late - Now it's time to make your voice heard as the true owners of Aberdeen.
Many of your fellow shareholders have already voted their GOLD proxies to save Aberdeen and maximize the value of their investment, but every vote is important, we need you to vote today before it's too late and Stan destroys what's left of your investment.
TIME IS RUNNING OUT TO SAVE YOUR ABERDEEN INVESTMENT, YOUR VOTE IS IMPORTANT.
Stan Bharti is hoping you will let him continue paying himself and his friends millions of dollars of your money while they siphon off what's left of Aberdeen to themselves and related parties. If shareholders don't act now to stop Stan we think the value of your Aberdeen shares could be worthless within two years.
The Concerned Shareholders urge all Aberdeen shareholders to vote on the GOLD form of proxy for its qualified nominees and for necessary change on Aberdeen's Board of Directors.
Even if shareholders have already voted using management's form of proxy, shareholders can still change their vote by voting the GOLD proxy, as only the latest dated proxy will be counted at the Requisitioned Meeting. Vote the GOLD Concerned Shareholder proxy no later than 5:00 p.m. (Toronto time) on January 29, 2015 to FREE ABERDEEN.
For assistance and ease with voting your GOLD proxy, please contact D.F. King Canada (toll-free) at 1-800-926-7043 or visit www.freeaberdeen.ca where the GOLD proxy can be easily voted by clicking on the "Vote Now" button.
About Meson Capital Partners LLC and Nightscape Capital (UK) LLP
Established in 2009, Meson Capital is a registered U.S. investment advisor based in San Francisco, USA. Meson Capital is managed by Ryan Morris, a Canadian citizen born in Toronto, Ontario.
Nightscape Capital is an FCA regulated investment advisor based in London, United Kingdom.
Cautionary Statement Regarding Forward-Looking Information
Certain information in this press release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives and intentions of Meson Capital and Nightscape Capital as they relate to Aberdeen and Aberdeen shareholders and other matters. All statements other than statements of historical fact may be forward-looking information. Material factors or assumptions that were applied in providing forward-looking information, include, but are not limited to, Aberdeen's future growth potential, its results of operations, future cash flows, ability to monetize assets for stated book value, the future performance and business prospects and opportunities of Aberdeen and the current general regulatory environment and economic conditions remaining unchanged. Should any factor affect Aberdeen , Meson Capital or Nightscape Capital in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. All of the forward-looking information reflected in this press release is qualified by these cautionary statements. Forward-looking information is provided and forward-looking statements are made as of the date of this press release and except as may be required by applicable law, each of Meson Capital and Nightscape Capital disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise.
* Permission to use quotations in this release were neither sought nor obtained.
SOURCE Meson Capital Partners LLC
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