CALGARY,
AB, April 14, 2024 /PRNewswire/ - Parkland
Corporation ("Parkland", "we", the "Company", or "our")
(TSX: PKI), announced its determination that a strategic
review is unnecessary and does not consider the best interests of
the majority of our shareholders. Parkland's Board of Directors
(the "Board") continuously evaluates opportunities to enhance and
maximize shareholder value. The current call for a strategic review
represents another attempt by Simpson Oil Limited ("Simpson") to
circumvent established corporate governance without considering the
interests of all shareholders.
In 2023, while having nominees on our Board, Simpson solicited a potential sale of Parkland
at a valuation significantly below the Company's intrinsic value.
The Company engaged legal and financial advisors and conducted a
thorough evaluation of the proposed transaction. In addition, the
Board established a special committee and engaged their own
independent advisors.
"After careful consideration, the Board determined that pursuing
this alternative would not serve the best interests of the Company
and its shareholders," said Steven
Richardson, Chair of the Board. "Parkland's Board fulfils
its responsibilities for the benefit of all shareholders, not at
the direction of one."
Parkland provides additional context for its determination that
a strategic review is unnecessary.
Simpson Reverses Its Position on Successful Parkland
Strategy
Before Simpson withdrew its
nominees from the Board, they participated in the development of
Parkland's strategy and plans, which following a period of
significant acquisitions, are currently aimed at capturing
synergies, driving organic growth, and enhancing shareholder
returns. This strategy, and the clear and disciplined capital
allocation framework it is built on, was presented at the Company's
2023 Investor Day and received strong support from the majority of
shareholders. The significant increase in share price through 2023
demonstrates the effectiveness of our current strategic
focus.
Simpson is in Violation of
Shareholder Governance Agreement
While the Board values and welcomes the perspectives of
shareholders, it must act in the best interests of the Company and
all of its shareholders. In accordance with this duty, the Company
entered into a Governance Agreement with Simpson dated January 8, 2019 (the
"Governance Agreement") where Simpson agreed to a range of provisions to
ensure that Simpson would not be
able to exercise undue influence and control over Parkland in
pursuing its own interests.
It has become clear that Simpson is disregarding its obligations under
the Governance Agreement in a manner that negatively impacts
shareholder and other stakeholder interests. Parkland will enforce
the terms of the Governance Agreement while remaining willing to
engage with Simpson. A copy of the
Governance Agreement is available on Parkland's SEDAR+ profile
at www.sedarplus.ca.
Parkland is Committed to Maximizing Shareholder Value
Parkland's Board always remains open to exploring opportunities
that would deliver maximum value for all shareholders. The Board
has endeavoured to engage in constructive dialogue with
Simpson through personal meetings,
calls, and correspondence, all grounded in the principles of
fiduciary responsibility, proper governance, and acting in the best
interests of all shareholders.
About Parkland Corporation
Parkland is an international fuel distributor, marketer, and
convenience retailer with operations in 26 countries across the
Americas. We serve over one million customers each day. Our retail
network meets the fuel and convenience needs of everyday consumers.
Our commercial operations provide businesses with industrial fuels
so that they can better serve their customers. In addition to
meeting our customers' needs for essential fuels, we provide a
range of choices to help them lower their environmental impact.
These include renewable fuels sourcing, manufacturing, and
blending, carbon and renewables trading, solar power, and
ultra-fast EV charging. With approximately 4,000 retail and
commercial locations across Canada, the United
States, and the Caribbean
region, we have developed supply, distribution, and trading
capabilities to accelerate growth and business performance.
Our strategy is focused on two pillars: our Customer Advantage
and our Supply Advantage. Through our Customer Advantage, we aim to
be the first choice of our customers, cultivating their loyalty
through proprietary brands, differentiated offers, our extensive
network, competitive pricing, reliable service, and our compelling
loyalty program. Our Supply Advantage is based on achieving the
lowest cost to serve among independent fuel marketers and
distributors in the hard-to-serve markets in which we operate,
through our well-positioned assets, significant scale, and deep
supply and logistics capabilities. Our business is underpinned by
our people and our values of safety, integrity, community, and
respect, which are deeply embedded across our organization.
Forward-Looking Statements
Certain statements contained in this news release constitute
forward-looking information and statements (collectively, "forward
looking statements"). When used in this news release, the words
"aim", "continue", "will", "would" and similar expressions are
intended to identify forward-looking statements. In particular,
this news release contains forward-looking statements with respect
to, among other things, the evaluation of opportunities to enhance
and maximize shareholder value, Parkland's corporate strategy and
plans, Parkland's contractual rights and the enforcement thereof,
including the terms of the Governance Agreement, and Parkland's
Customer Advantage.
These statements involve known and unknown risks, uncertainties
and other factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements. No assurance can be given that these expectations will
prove to be correct and such forward-looking statements included in
this news release should not be unduly relied upon. These
forward-looking statements speak only as of the date of this news
release. Parkland does not undertake any obligations to publicly
update or revise any forward-looking statements except as required
by securities laws. Actual results could differ materially from
those anticipated in these forward-looking statements as a result
of numerous risks, assumptions and uncertainties including, but not
limited to: general economic, market and business conditions;
Parkland's ability to execute its business strategy; action by
other companies; and other factors, many of which are beyond the
control of Parkland. See also the risks and uncertainties described
under the headings "Cautionary Statement Regarding Forward-Looking
Information" and "Risk Factors" in Parkland's current Annual
Information Form, and under the headings "Forward-Looking
Information" and "Risk Factors" in Parkland's Management's
Discussion and Analysis for the most recently completed financial
period, each as filed on SEDAR+ and available on Parkland's website
at www.parkland.ca. The forward-looking statements contained in
this news release are expressly qualified by this cautionary
statement.
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SOURCE Parkland Corporation