Fortsum's Shareholders' Rights Plan Prejudices Shareholders
07 Mai 2008 - 9:59PM
Marketwired
QUEBEC, QUEBEC condemned today the adoption by the board of
directors of Fortsum Business Solutions Inc. ("Fortsum") (TSX
VENTURE: FRT) of a shareholders' rights plan (the "Plan"). Messrs.
Louis Lessard and Jean St-Hilaire are the only directors of Fortsum
to have opposed this measure. The Concerned Shareholders believe
that the Plan is contrary to the interests of Fortsum's
shareholders, as it makes a take-over bid followed by a bidding
war, which would maximize shareholder value, impossible in
practice.
Mr. Lessard believes that the Plan's impact is to deny Fortsum's
shareholders the right to take concrete action to create a
liquidity event. Management and the incumbent board of directors
are damaging the potential for a bidding war. They are also
distancing the possibility of a liquidity event by requiring that a
take-over bid remain open for at least 60 days, instead of the
35-day minimum provided for under the Securities Act (Quebec),
which will make any potential offeror's financing more complex and
expensive.
This measure follows the announcement, on April 30, 2008, by the
Concerned Shareholders of their intention to solicit proxies from
other Fortsum shareholders to replace the incumbent directors at
the annual and special meeting of shareholders to be held on May
26, 2008.
The Concerned Shareholders are of the opinion that the Plan's
adoption and the management campaign against the Concerned
Shareholders' nominees will have a negative effect on Fortsum's
results and on its shareholder value, given the fees and expenses
incurred. These actions show that the Concerned Shareholders'
nominees are the only ones whose real aim is to create value for
all shareholders.
The Concerned Shareholders are pleased to note that after all
these years, management finally agrees with them and has
recommended to the new board a review of its strategic options, as
the Concerned Shareholders themselves suggested in their press
release of April 30, 2008 and in their dissident proxy circular. In
order to maximize shareholder value, the Concerned Shareholders
have proposed retaining the services of GMP Securities L.P. and to
pursue a public valuation process or auction in order to avoid
benefiting the private interests of the few. This is why Mr.
Lessard and Mr. St-Hilaire opposed the March 26, 2008 transaction
mentioned by Mr. Andre Thompson in Fortsum's press release of May
6, 2008, which raised certain governance and conflict of interest
questions with respect to Fortsum's board of directors. This
proposed transaction was among the factors that drove the Concerned
Shareholders to propose a new slate of candidates for Fortsum's
board of directors, candidates whose sole interest is to maximize
shareholder value. In particular, the Concerned Shareholders
believe that a board made up of directors who collectively hold
more than 21.45% of Fortsum's outstanding shares would be most
likely to obtain the best return for Fortsum's shares, to the
benefit of all of Fortsum's shareholders. The Concerned
Shareholders are convinced that only a market free of any hindrance
- which the Plan adopted by the incumbent board precludes - can
give Fortsum's shares an increase in value.
Additional information can be found in the Concerned
Shareholders' dissident proxy circular, which will be available on
SEDAR at www.sedar.com.
Forward-Looking Statements
Unless otherwise noted, the information concerning the
Corporation in this press release has been taken from or is based
upon publicly available documents or records on file with Canadian
securities regulatory authorities and other public sources.
Although the Concerned Shareholders do not have knowledge that
would indicate that any such information is untrue or incomplete,
the Concerned Shareholders do not assume any responsibility for its
accuracy or completeness, or for any failure by the Corporation to
disclose publicly events or facts that have occurred or that may
affect the significance or accuracy of any such information.
Certain statements contained in this press release constitute
forward-looking statements. The words "may", "would", "could",
"will", "intend", "plan", "anticipate", "believe", "estimate",
"expect" and similar expressions, as they relate to the Concerned
Shareholders, the Corporation, its management or its future
management, often identify forward-looking statements.
Such statements reflect the Concerned Shareholders' current
views with respect to future events and are subject to certain
risks, uncertainties and assumptions. Many factors could cause the
Corporation's actual results, performance or achievements that may
be expressed or implied by those forward-looking statements to vary
from those described in this press release should one or more of
these risks or uncertainties materialize. Such factors include, but
are not limited to, economic, business, technological and
competitive factors.
Contacts: Louis Lessard President of Centre Financier de la
Cit� Inc. 418-650-4171 418-650-4922 (FAX) llessard@cfcite.ca
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