Business
Genesis exposes Smoothwater's questionable grievances, a disregard for Board independence and lack of a plan
CALGARY , July 30, 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 30, 2013 /CNW/ - Genesis Land Development Corp. (TSX: GDC)\n (the \"Corporation\" or \"Genesis\") released the following letter to\n Genesis shareholders in response to a statement from dissident\n shareholder Smoothwater Capital Corp. (\"Smoothwater\").\n\n\nDear Fellow Shareholders:\n\n\nJust a few days ago, we warned that a dissident group led by activist\n investor Smoothwater was preparing an action to seize control of your\n Board and your company. Smoothwater is led by Stephen Griggs and\n Garfield Mitchell, the brother of current Genesis Board member Mark\n Mitchell. After being exposed by Genesis, Smoothwater finally issued a\n statement on July 26, 2013 acknowledging its plan to wage a proxy\n contest against Genesis and overpower the Genesis Board of Directors\n (the \"Board\").\n\n\nSmoothwater's pretext for waging this contest is misguided and\n disingenuous.\n\n\nFor up-to-date information and developments as we approach the August\n 8th proxy deadline, we encourage all shareholders to visit www.DefendGenesis.com.  Casting your vote is easy, simply click the \"Vote Here Now\" button\n and enter the control number located on your WHITE proxy.  \n\n\nEven if you have voted a dissident proxy, a later dated WHITE proxy revokes any previously submitted vote.  Vote your WHITE proxy prior to the cut-off regardless if you plan to attend the meeting\n in person.\n\n\nIn its statement, Smoothwater presents a number of unfounded assertions\n and ambiguous intentions that raise unsettling questions about its true\n motives.\n\n\nGovernance\n\n\nThe dissidents claim to  have concerns about Genesis' governance\n practices.  It should be noted that their own nominee, Mark Mitchell,\n currently serves as the  chair of the Corporation's Compensation and\n Governance Committee and has been a member of the Board since June,\n 2010.  Their attack on the Corporation's governance practices is\n clearly without basis and any deficiency was already within their\n control to rectify if they saw it fit to do so.\n\n\nIn a report dated July 23, 2013, Glass Lewis, an independent third-party\n proxy advisory firm, recommended shareholders withhold their votes from\n Mark Mitchell. The report stated: \"We believe that Mr. Mitchell, the chairman of the [Compensation and\n Governance] committ...