Business
Genesis Announces Settlement of Shareholder Action with Smoothwater Capital
CALGARY , Aug. 19, 2013 /CNW/ - Genesis Land Development Corp. (TSX: GDC) (the " Corpo...
About this update from Genesis Land Development Corp.
[{"type":"text","content":"\n\n\nCALGARY, Aug. 19, 2013 /CNW/ - Genesis Land Development Corp. (TSX: GDC)\n (the \"Corporation\" or \"Genesis\") is pleased to announce that it has arrived at a settlement with\n Smoothwater Capital Corporation (\"Smoothwater\") in respect of Smoothwater's proposal of an alternate slate of\n directors to shareholders at  the 2013 Annual General Meeting of\n Shareholders (the \"Meeting\").\n\n\nGenesis and Smoothwater have agreed to support the election of the\n following nominees to the Board of Genesis: Yazdi Bharucha, Michael\n Brodsky, Steven Glover, Stephen Griggs, Loudon Owen, Mark Mitchell,\n William Pringle and Iain Stewart.\n\n\nMr. Griggs will join the board no later than August 30, 2013 and will\n become the Chair of the Board on appointment.\n\n\nIn a letter agreement entered into on August 18, 2013, Genesis and\n Smoothwater have also agreed to the following additional terms:\n\n\nThe board will form a new Strategic Planning Committee, chaired by Mr.\n Pringle and including Mr. Griggs, to review the strategic options\n available to Genesis and make a recommendation to the board by no later\n than November 1, 2013;\n\nWilliam Pringle will be appointed Vice-Chair of the Board and Mr. Griggs\n will become chair of the Governance Committee, while the chairs of the\n Audit and Transaction Review Committees will remain unchanged;\n\nA cessation of the pursuit of legal and/or regulatory actions related to\n the conduct of the proxy contest by Genesis and Smoothwater;\n\nSmoothwater's shareholdings are grandfathered under the Shareholder\n Rights Plan, which plan will be reviewed by the Governance Committee to\n determine if it is in the best interests of all shareholders;\n\nThe board will terminate the Advance Notice Bylaw;\n\nGenesis will reimburse reasonable costs incurred arising from the proxy\n contest, including legal and proxy solicitation costs;\n\nThe agreed to Board will be in place by August 30, 2013, and the Annual\n General Meeting of Shareholders will occur prior to October 1, 2013.\n\nSmoothwater will enter into a limited standstill agreement relating to\n proxy contests to change the board and on making a public takeover bid\n until the completion of the 2015 Annual General Meeting.\n\n\nWilliam Pringle, Chair of the Special Committee of Genesis said \"I am\n pleased, that after significant effort...