Business
Genesis Alerts Shareholders to Anticipated Dissident Shareholder Action to Seize Control of Your Board
CALGARY , July 24, 2013 /CNW/ - Genesis Land Development Corp. (TSX: GDC) (the "Corpor...
About this update from Genesis Land Development Corp.
[{"type":"text","content":"\n\n\nCALGARY, July 24, 2013 /CNW/ - Genesis Land Development Corp. (TSX: GDC)\n (the \"Corporation\" or \"Genesis\"), released the following letter to\n shareholders in connection with an anticipated dissident action against\n Genesis' Board:\n\n\nJuly 24, 2013\n\n\nDear Fellow Shareholders,\n\n\nOver the past several weeks, your board of directors has been responding\n to some extraordinary and troubling events.  We have reason to believe\n that a group of minority shareholders may attempt to seize control of\n Genesis' board, and ultimately the Company, without paying a premium to\n shareholders, in connection with the upcoming Annual General Meeting of\n Shareholders to be held on August 12, 2013 at 9 a.m. (Mountain Daylight\n time).\n\n\nFor continued and up to date information, we encourage all holders to\n visit www.DefendGenesis.com  where the Genesis Management WHITE proxy can be easily voted by clicking on the \"Vote Here Now\" button.\n\n\nThe Board of Genesis believes that the dissident group, led by\n self-styled activist investor Smoothwater Capital, plans to propose an\n alternate slate of handpicked director nominees - and take control of\n your company's Board.\n\n\nYour Board has worked tirelessly to attempt to avoid a proxy contest,\n offering the dissident group several concessions including substantial\n representation on the Board.  The Board's negotiations continued with\n the dissidents right up until the evening of July 17, 2013 when our\n latest proposal was once again rejected.\n\n\nDespite their rejection of our latest offer, we have included three\n dissident representatives, and an additional independent nominee -\n suggested by the dissidents, as part of management's slate.  The\n dissidents by contrast, seek to control the board with a majority of\n their nominees.  We support direct shareholder representation on the\n Genesis board.  However, the level of representation should be\n proportionate to their holdings, and the nominees should be suitable\n and qualified to serve on the board.\n\n\nWe can only speculate why the dissident group has threatened what could\n be a costly, distracting and unnecessary proxy contest.  We need your\n help to ensure that the board of Genesis remains independent, highly\n qualified, and representative of all shareholders - not j...