Your vote is extremely important.
Make an Informed Choice and Vote the WHITE
Proxy to Protect your Investment.
TSX: SXI
VANCOUVER, Oct. 16, 2017 /CNW/ - The Special Committee of
Synex International Inc. (TSX:SXI) (the "Company" or
"Synex") wishes to correct accusations made by Daniel Russell (the "Dissident" or
"Russell") and provide shareholders with more information
about his supposed plans for the Company. The Special Committee is
concerned about the continued misleading information being put
forth by Russell. His claim of shareholder support consists
primarily of his own and related family members' shares. Don't let
the Dissident speak for you. After reading the following facts, the
Special Committee is confident that you will join the rest of your
fellow shareholders and vote the WHITE proxy.
STILL NO UNDERSTANDING OF THE BUSINESS
Russell has characterized himself as being on the sidelines,
powerless to intercede or influence the Company's past performance.
To the contrary, Russell is and has been a director with the full
access that is provided to such persons. As a director, Russell has
thwarted change or progress by the Company. Management has recently
presented to the board for evaluation, several business and
financing alternatives, only to have each rejected by Russell.
An example of Russell's failure to understand the business of
the Company is exemplified by the following statement in his
dissident circular
"Additionally, management continues to spend valuable cash
reserves on development projects (McKelvie Hydro Project, Newcastle
Hydro Project and Victoria Lake Hydro Project) despite such
projects being marred in regulatory uncertainty in British Columbia."
The Facts
The Special Committee believes there is significant near-term
growth for Synex expected through the Newcastle and McKelvie Hydro
Projects and that ceasing work in order to conserve cash resources
would be short-sighted and could put the value of these development
projects at risk.
In addition, Russell, in his dissident circular states:
"When challenged by Daniel
Russell over critical strategic business matters, the
President's immediate reaction was to appoint a friendly director
and nominate another to the board in order to insulate himself from
scrutiny in a desperate act of entrenchment."
The Facts
The president of a public company cannot appoint a director to
its board, such an appointment requires the approval of a majority
of the directors. Russell and Tanya
DeAngelis (his spouse and also a director) failed to oppose
the motion to appoint Mr. Stephens as a director when, by doing so,
they could have prevented that appointment.
Also, Russell suggests impropriety on the part of management
when he states:
"The President, together with another director, also
exercised options to increase the number of votes they would have
at the Meeting, while denying that same opportunity to Mr. Russell
and another optionholder."
The Facts
Russell claims to have been denied the opportunity to exercise
options prior to the record date for the shareholder meeting.
The Special Committee understands that the simple fact is that
Russell failed to complete and submit the required documentation to
exercise his options in a timely manner.
The Special Committee has decided that it will recommend that
the Board appoint: (i) a Strategic Operations Committee, which will
be empowered to be responsible for considering and making
recommendations in regard to the Company's strategic direction and
planning with a view to enhancing corporate and shareholder value;
and (ii) an empowered Corporate Governance, Nomination and
Compensation Committee comprised of three independent
directors.
Positive change is on the side of the incumbent nominees, not
Russell.
STILL NO PLAN
Russell has now had plenty of time and many opportunities to
provide shareholders with his clear vision for the direction and
future of the Company; however, he has failed to do so. If
Russell wants to take control of the Company and install his own
handed-pick slate of directors, shouldn't he,
- give shareholders a well-reasoned and detailed plan?
- provide details of his ideas for the future of the
Company?
- provide shareholders with some notion of his transition
strategy?
These are critical questions, questions which Russell has
failed to answer. By not answering these questions, Russell has
failed to demonstrate that a wholesale board change is warranted
and that his nominees are more likely to affect positive change –
the minimum requirements to support a dissident as recommended by
ISS (a well-known proxy advisory firm).
STILL NO LEADERSHIP
Russell has yet again failed to address who will lead the
Company on a day-to-day basis going forward. Shareholders have a
right to know who the future executive leaders of the Company will
be. Shareholders are effectively being asked by Russell to board a
flight without a known pilot or even a flight plan. Who will
replace the extensive knowledge and experience of senior management
and/or key personnel if they leave or are replaced? Russell's
unwillingness to tell shareholders about his plans for the
executive leadership of the Company is troubling and should be
worrisome to shareholders.
Russell's lack of plan is also revealed at the Board level. The
shareholders of the Company have previously set the size of the
Board at six, yet Russell has proposed only five nominees. In fact,
at the shareholder meeting, the six nominees with the most votes
will be elected to the Board. Russell's dissident proxy circular
indicates that he intends "to reduce the board to five (5) at the
next opportunity." Again, Russell provides no details as to who may
depart from the Board or how these changes may occur or be
implemented. Russell's "plan" not only provides no clear picture
about the strategic direction of the Company, its business plans or
who will be part of the day-to-day management team, Russell's
"plan" also includes uncertainty about who will actually be on the
Board following the shareholder meeting.
MANAGEMENT SLATE STRENGTH
Management and the management nominees have experience which is
directly relevant to the business of a public company operating and
developing independent power projects in British Columbia. Unlike the Dissident
and certain of his nominees, management and the management slate
have:
- strong local connections, extensive industry experience and
substantial public company governance experience.
- a history of successfully designing, building and operating
medium-sized hydroelectric plants – a complex set of tasks that
require specialized and diverse skill sets.
- broad-based support from shareholders, unlike the
Dissident's primary support from his spouse and members of his
family.
Management's slate (as found on your WHITE proxy) includes
Tanya DeAngelis, who is the
Dissident's spouse, in recognition of the fact that Russell, as a
large shareholder, should have representation on the Board and the
access and influence available to a director.
The nominees listed in your WHITE proxy represent the best
choice for the Company who will act in the best interests of all
shareholders.
VOTE TO PROTECT YOUR INVESTMENT IN SYNEX
Annual General Meeting
The Annual General Meeting of Synex's shareholders is scheduled
for 10:00 a.m. (Vancouver time) on Friday, November 3, 2017 at the offices of Clark
Wilson LLP, 900 – 885 West Georgia Street, Vancouver, British Columbia.
The Special Committee Recommendations
Your vote is extremely important.
The Special Committee unanimously recommends that Synex
shareholders vote only the WHITE proxy or voting instruction form
FOR the management nominees.
Shareholders who have previously voted the Dissident's proxy or
voting instruction form and wish to support the management nominees
have the right to change their vote by simply voting the WHITE
proxy or voting instruction form. It is the later dated proxy which
will count.
For more information, Synex shareholders are encouraged to
access the Management Information Circular of Synex on its website
at www.synex.com or under Synex's profile at www.sedar.com.
VOTE TODAY. Time is of the essence and Synex shareholders
are urged to vote online by following the instructions found on the
WHITE proxy or voting instruction form to ensure votes are received
in a timely manner. Vote no later than the deadline of
November 1, 2017 at 10:00 a.m. (Vancouver time).
SOURCE Synex International Inc.