The Buxton Helmsley Group Announces Sufficient Shareholder Backing to Call Mallinckrodt Meeting of Shareholders, Begin Realigning Board and Management with Shareholder Interests, Renegotiate Restructuring Plan
NEW YORK, Jan. 27, 2021 /PRNewswire/ --
The Mallinckrodt board and management has entirely abandoned shareholder interests, attempting to push through a Chapter 11 restructuring plan (their case pending before the U.S. District of Delaware Bankruptcy Court) that will extinguish all shareholder interests, unnecessarily turn all shareholder equity over to a handful of bondholders, and enrich management with a 10% allocation of the reorganized company when they currently own less than 0.03% of the existing company.
11 out of 12 Mallinckrodt Directors did not meet the requirement to retain ownership of five times their annual cash retainer in common stock as of the petition date, and far, far before that.
Mallinckrodt Chief Executive Officer Mark Trudeau was (and is still) incompliant with his requirement to retain ownership of five times his annual salary in common stock (throughout all of 2020), and has – since Chapter 11 petition filing – sold off over 95% of the little equity he did have in the company.
Vice President Stephen Welch stated during the recent December 16th hearing on appointment of an official equity committee that the company is now representing the interests of creditors, citing Irish law, prematurely having breached their fiduciary duty to shareholders without having pursued numerous attempts to preserve equity value and prove insolvency (admitting not even an attempt to sell the company), and pursuing the path of least assurance for a distribution to equity holders (a reorganization with a maximum distribution of zero to shareholders instead of a Chapter 7 liquidation with no set distribution ceiling for shareholders).
Buxton Helmsley calls to make immediate significant board and management changes due to management's refusal to respond to shareholder inquiries, offerings of financing opportunities, and that express admission (at the recent equity committee appointment hearing) of not attempting many paths to preserve equity (more notably, no attempt at all to sell the company).
The Buxton Helmsley Group, Inc. (together with certain of its affiliates and clients, "BHG" or "we"), the New York City-based investment advisor to clients with significant, and increasing, holdings of Mallinckrodt Plc. ("Mallinckrodt" or the "Company") common stock (OTC: MNKKQ), and with the backing of other various significant shareholders, issued a letter to shareholders (and accompanying press release) on Friday, January 15th, 2021, expressing utter disdain with management's recent actions relating to their proposed Restructuring Support Agreement (the "RSA") terms as part of the Company's voluntary Chapter 11 reorganization case pending before the U.S. District of Delaware Bankruptcy Court (the "Court").
To view the original press release, issued Friday, January 15th, 2020, visit: https://www.prnewswire.com/news-releases/the-buxton-helmsley-group-to-call-meeting-of-mallinckrodt-shareholders-to-realign-board-and-management-with-shareholder-interests-renegotiate-restructuring-plan-301209521.html
Shareholders supporting the described actions contemplated by BHG should immediately e-mail [email protected] for required materials to legally exercise the power of their shares in support of the shareholder meeting and the contemplated actions.
Since BHG's January 15th letter and press release distributed to shareholders and the investing public, the firm has received official, committed shareholder support much in excess of the amount required to declare the immediate requisition of an "extraordinary general meeting" under Section 178 of the Companies Act of 2014. BHG has received millions of shares in backing, with continued shareholder support flowing in by the day, many aggrieved shareholders opting to greatly enhance their position to secure the assurance of as much voting power as possible. BHG is also in continued discussions with a number of institutional holders of the Company's stock.
"Having gathered more than enough support from this broadly aggrieved shareholder base to call an 'extraordinary general meeting' under Section 178 of the Companies Act of 2014, we are now working through final discussions with institutional equity holders, to garner our final support," says Alexander Parker, Senior Managing Director of The Buxton Helmsley Group, Inc. "After those final discussions, we will serve the company with an immediate requisition of that 'extraordinary general meeting'. With any pushback from management or the board, we will immediately begin turning over startling communications, documents and information which we have received from not only shareholders, but also Mallinckrodt employees which have contacted our firm, to the press and securities regulators. This management and board will singlehandedly destroy their reputation beyond what they have already, by demonstrating their inability to follow the very corporate governance rules they created themselves and committing one of the largest breaches of fiduciary duty in the history of business. They made no attempt to preserve shareholder interests through numerous routes, and chose the route that would save their jobs and leave them with a highly valuable management incentive plan, throwing their shareholders under the bus with absolutely no qualms about it. They destroyed the retirement accounts of the numerous individuals who plead with the court and our firm for relief of their financial misery. This management and board is not welcome in our company, and – should they decide to push back and continue their attempts to muzzle their shareholders – they will wish they hadn't. We will bring this bankruptcy to an absolute halt, objecting to all motions brought forth by the company until they are no longer in their positions, whether they voluntarily resign to attempt preserving the little reputation they have left, or are voted out and make further fools of themselves," says Parker.
Shareholders supporting the described actions contemplated by BHG should immediately e-mail [email protected] for required materials to legally exercise the power of their shares in support of the shareholder meeting and the contemplated actions.
The full letter to Mallinckrodt shareholders is available at www.ReviveMallinckrodt.com.
About Buxton Helmsley: The Buxton Helmsley Group, Inc. ("BHG") is a premier financial service, asset management and securities research firm, providing an array of services to a diversified group of individuals, corporations, trusts and other entities. The firm is headquartered in New York City.
The Buxton Helmsley Group, Inc. (together with certain of its affiliates and clients, the "Participants") intends to file with the Securities and Exchange Commission (the "SEC") a definitive proxy statement and accompanying form of proxy to be used in connection with the solicitation of proxies from the shareholders of Mallinckrodt plc (the "Company") in connection with an "extraordinary general meeting" (as defined by Section 178 of the Companies Act of 2014, or the "Act") of the Company (the "General Meeting"). All shareholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants in respect of the General Meeting when they become available, as they will contain important information, including additional information related to the Participants, their nominees for election to the board of directors of the Company and the General Meeting. The definitive proxy statement and an accompanying proxy card will be furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/ and will be available upon request from the Participants' proxy solicitor, soon to be announced.
Disclaimer: This material does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this press release are for general information only, and are not intended to provide investment advice. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. Certain information included in this material is based on data obtained from sources considered to be reliable. No representation is made with respect to the accuracy or completeness of such data, and any analyses provided to assist the recipient of this presentation in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and subject to revision without notice. BHG disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Past performance is not indicative of future results.
Media Contact:
Public Relations and Corp. Comm.
The Buxton Helmsley Group, Inc.
Tel: +1 (212) 561 - 5540, Option 4
SOURCE The Buxton Helmsley Group, Inc.
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