- Pender announces its intention to vote AGAINST and exercise DISSENT rights in respect of the opportunistic and inadequate take-private offer by an affiliate of Northampton Capital Partners, LLC
- Offer price of $12 per share grossly undervalues the intrinsic value of the Company, which should be in the $15 to $18 range
- Timing of the offer is highly opportunistic when the Company was quarters away from an inflection in royalty revenues as development projects become operational
- The background to, and the negotiated terms of, the transaction calls into question the robustness of the process undertaken by the Company's board and special committee, especially with respect to considering the reasonable expectations and protecting the legitimate interests of minority shareholders
As the largest non-insider shareholder of the Company, we have serious concerns with the inadequate take-private offer by Royal Aggregator LP, an affiliate of Northampton Capital Partners, LLC ("Northampton”), for $12 per share (the "Offer”) and its opportunistic timing. The Offer grossly undervalues the intrinsic value of the Company, which we believe should be in the $15-$18 per share range, especially when the Company was quarters away from an inflection in royalty revenues as development projects from previously deployed capital become operational. The deployment of available capital in new royalties and the growth potential of interconnection deposits as a new product were also near-term catalysts which we believe could generate meaningful value.
We also have serious concerns over the process undertaken by the Company's board and special committee in negotiating and approving the Transaction, especially with respect to considering the reasonable expectations and protecting the legitimate interests of minority shareholders. Based on the background to the Transaction as described in the Company's Management Information Circular dated October 18, 2024 (the "Circular”) for the special meeting to be held to consider the Transaction, other than generic references to the Board having considered "strategic alternatives” to fund its growth plans, there was no mention of any meaningful market-check or exploration of available strategic alternatives. For more than two months following Northampton's initial offer on March 20, 2024, it seems that the board and special committee were exclusively negotiating with Northampton and Altius Minerals Corporation, the Company's controlling shareholder with 58% of the Company's outstanding shares, who is also the sole continuing shareholder under the Transaction. In fact, the Company did not approach National Bank Financial Inc. until June 3, 2024 (and subsequently engaged them as financial advisors on June 25, 2024) until after the special committee and Northampton agreed to continue negotiations based on an offer price of $12 per share. There was no disclosure in the Circular about the Company or its financial advisors as to the nature of the strategic alternatives considered by the special committee, or any outreach to other strategic or private equity parties that may be interested in the Company.
Also notably absent in the arrangement agreement for the Transaction is any post-announcement market check mechanism such as a limited "go-shop” provision, which would have provided some comfort to minority shareholders. While the arrangement agreement contains the typical deal protections such as standard non-solicitation covenants, break fees, reverse break fees and voting support agreements which help provide deal certainty, in the context of the Company's controlling shareholder also being the sole continuing shareholder under the Transaction, such protections have a chilling effect on any unsolicited acquisition proposal coming forward.
Further, the Circular disclosed that the Company received an unsolicited non-binding offer from a third-party to acquire the shares held by minority shareholders on May 16, 2024, which the special committee determined was not in the best interests of the Company and rejected it within one week; however, the Circular fails to disclose any details (including the proposed price per share) of such offer and any efforts made by the special committee to try to negotiate the same.
The process undertaken by the board and special committee in considering, negotiating and ultimately entering into the Transaction not only calls into question the robustness of such a process, but also suggests that the board and special committee was more focused on the expectations and interests of the Company's controlling shareholder - who was made aware of and was actively involved in negotiating the Offer by April 12, 2024 - than those of minority shareholders. While the Company touts the fairness and benefits of the Transaction to minority shareholders, the process as described in the Circular and the negotiated terms of the Transaction suggest otherwise.
We are urging all minority shareholders to REJECT the opportunistic and inadequate take-private Offer by Northampton by voting AGAINST the Transaction and exercising their DISSENT rights. As a condition to the Transaction is that dissent rights have not been validly exercised and not withdrawn with respect of more than 5% of the shares, minority shareholders can let the Company, Northampton and the Alberta court that will be conducting the fairness hearing know their dissatisfaction with the Transaction by exercising their dissent rights.
Advisors
Pender has engaged Norton Rose Fulbright Canada LLP as legal advisor.
About Pender
Pender was founded in 2003 and is an independent, employee-owned investment firm located in Vancouver, British Columbia. Our goal is to protect and grow wealth for our investors over time. We have a talented investment team of expert analysts, security selectors and independent thinkers who actively manage our suite of differentiated investment funds, exploiting inefficient parts of the investing universe to achieve our goal.
For more information on Pender, visit www.penderfund.com and www.fondspender.com.
Please read important disclosures at www.penderfund.com/disclaimer.
For further information, please contact:
Amar Pandya
Portfolio Manager, PenderFund Capital Management Ltd.
(604) 688-1511
Toll Free: (866) 377-4743
Additional Information
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Notwithstanding the foregoing, Pender is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and Alberta Securities Commission Blanket Order 51-520 in accordance with securities laws applicable to public broadcast solicitations.
Any solicitation made by Pender in advance of the special meeting to be held to consider the Transaction (the "Meeting”) is, or will be, as applicable, made by Pender, and not by or on behalf of management of the Company. All costs incurred for any solicitation will be borne by Pender, provided that, subject to applicable law, Pender may seek reimbursement from the Company for out-of-pocket expenses, including proxy solicitation expenses and legal fees.
Any proxies solicited by Pender may be solicited 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 securities laws. In addition, solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by representatives of Pender in accordance with Canadian securities laws and regulations. All costs incurred for such solicitation will be borne by Pender. To the extent any dissent notices are solicited by Pender in connection with the Meeting, they may be revoked by a failure to follow the strict requirements provided for under law to exercise dissent rights, or in any other manner permitted by law or set out in the Circular.
Other than in respect of the Transaction, Pender does not, to its knowledge, or any of its associates or affiliates, have any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries. Pender does not, to its knowledge, or any of its associates or affiliates, have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at any upcoming shareholders meeting (including the Meeting), other than as set out herein.
Based upon publicly available information, the Company's head office is located at 38 Duffy Pl. 2nd Floor, St Johns, Newfoundland and Labrador, A1B 4M5, Canada. A copy of this press release may be obtained on the Company's SEDAR+ profile at www.sedarplus.com.
Forward-looking Statements and Forward-looking Information
This news release contains certain "forward-looking statements” within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "expect” or "proposed” and other similar words, or statements that certain events or conditions "may” or "will” occur. These statements are only predictions. Forward-looking statements are based on the opinions and estimates of the manager at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.
