Mount Kellett Sends Open Letter to Shareholders of Baja Mining Corp
26 März 2012 - 8:55PM
Business Wire
Mount Kellett Capital Management LP (“Mount Kellett”) today sent
the following open letter to the shareholders of Baja Mining Corp.
(TSX: BAJ) (OTCQX: BAJFF) (“Baja”) urging them to vote their
BLUE proxy FOR the addition of
both of Mount Kellett’s nominees to Baja’s board of directors at
the Special Meeting of Shareholders to be held on April 3, 2012.
Shareholders can find more information and voting instructions at
www.ShareholdersForBaja.com.
Dear Fellow Shareholders,
As owners of Baja, we are all looking forward to the potential
of the Boleo project and a rewarding future for the company. It is
the reason we have invested alongside you. From the outset, we have
tried to work with the company and board to better secure this
future. What we did not know at the outset, but what has been
proven time and again, is that the current board is self-interested
and many of its actions have been entirely inconsistent with its
fiduciary duty to shareholders.
We urge all shareholders to consider the following
questions:
1. Why does Baja fear truly independent directors?
2. Why has Baja resorted to a web of baseless hypotheticals to
try and distract shareholders?
3. Why did the company only react to highlighted governance
deficiencies once put in the spotlight?
4. Why wouldn’t the board benefit from the experience and
insights of truly independent directors that are committed to
working with the other board members and to guiding management?
The only motive for initiating this election is our desire to
protect the investment and interests of all shareholders. By
electing Lorie Waisberg, an experienced and well-regarded corporate
director, and Stephen Lehner, an experienced sector investor with
strong financial acumen and an “owner-driven mindset”, to the Baja
board, there will finally be the opportunity to:
- Pre-emptively stop self-dealing at the
board
- Enforce proactive versus “reactive”
corporate governance
- Assure policies are permanent and
adhered to in practice
- Provide accountability to shareholders
and prevent value destruction
Don’t be distracted by Baja’s rhetoric and baseless accusations.
Here is the simple fact: we are working to enact positive change
for the benefit of all shareholders. There is no “hidden
agenda.” Mount Kellett has never planned, nor does it
intend, a takeover of Baja.
We are supported in our call for change by Institutional
Shareholder Services Inc. (“ISS”), the leading independent proxy
advisor. After a detailed review and presentations by Mount Kellett
and Baja, ISS recommended that shareholders of Baja vote FOR the
addition of both of Mount Kellett’s nominees to Baja’s board of
directors, explicitly outlining the need for change to the Baja
board:
“Based on the evidence of problematic governance practices in
the recent past – including exorbitant equity grants to directors,
the CEO's troubling willingness to take an active role in what is
supposed to be a completely independent Nominating Committee, and
the reactive nature of the governance provisions the board has
recently adopted – the dissident has made a compelling case that
change is warranted at the board level.”
(ISS Proxy Advisory Report for Baja Mining Corp., March 21,
2012*)
This is a campaign for seats on YOUR board. Every shareholder
deserves a voice – not just those connected or related to the
company’s management and board. We urge you to support independent
shareholder representation and elect our two nominees to ensure the
Baja board acts on behalf of all shareholders and remains focused
on creating shareholder value. The last proxy card voted is the one
that counts, so vote your BLUE
proxy card today.
We appreciate the encouragement we have received thus far, and
are thankful for your consideration of these important facts. We
look forward to your support in ensuring that all Baja shareholders
have a voice.
Sincerely,/s/ Jonathan FiorelloChief Operating OfficerMount
Kellett Capital Management LP
Mount Kellett urges its fellow shareholders to vote their
BLUE proxy card to elect Mr.
Stephen Lehner and Mr. Lorie Waisberg, two highly qualified,
independent candidates, to the Baja board of directors. Once
elected, Messrs. Lehner and Waisberg will represent a minority of
the board and will work with the other directors to provide
much-needed independent oversight and an owner-driven mindset.
Mount Kellett continues to believe that Giles Baynham and Gerald
Prosalendis – two hand-picked directors who are very much entangled
in Baja’s web of conflicts – should be removed from Baja’s
board.
For more information on how to vote your BLUE proxy, as well as access to other
important materials, please visit www.ShareholdersForBaja.com. If
you have any questions and/or need assistance in voting your
shares, please call Kingsdale Shareholder Services at
1-888-518-1562 or 1-416-867-2272 (collect calls accepted).
About Mount Kellett Capital Management LP
Mount Kellett is a multi-strategy private investment firm
focused on global value, special situations and opportunistic
investing. The firm has approximately 100 employees with offices in
New York, Hong Kong, London, and Mumbai. The firm currently has in
excess of $6 billion in assets under management.
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