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Stonehouse Announces Nominees for Election to Board of Directors of Intrinsyc Software International, Inc. and Provides Update Regarding Requisitioned Meeting
(Canada Newswire Via Acquire Media NewsEdge)
TORONTO, Jan. 24, 2013 /CNW/ - Stonehouse Capital Management Inc.
("Stonehouse Capital") and its President Daniel S. Marks (collectively,
"Stonehouse") today announced Stonehouse's slate of seven directors
(the "Shareholder Nominees") who will be proposed for election at the
next meeting of shareholders of Intrinsyc Software International, Inc.
("Intrinsyc") in replacement of Intrinsyc's current seven directors.
The Shareholder Nominees are: G. Randy Buchamer, K. Laurence L. Cooke,
Daniel S. Marks, Robert Odendaal, Michael W. Bird, David M. Lewis and
Peter H. Puccetti. The Shareholder Nominees will provide Intrinsyc
with the board oversight and direction it urgently requires and will
build sustainable long-term shareholder value at Intrinsyc.
Collectively, the Shareholder Nominees beneficially own, directly or
indirectly, or exercise control and direction over or otherwise
indirectly have an interest in 19,838,400 common shares of Intrinsyc,
or approximately 12.2% of Intrinsyc's outstanding shares.
On December 10 2012, Stonehouse caused a meeting requisition to be
delivered to Intrinsyc duly requisitioning its current board to call a
special meeting of Intrinsyc's shareholders for the purpose of removing
all of the existing directors of Intrinsyc and electing the Shareholder
Nominees in their place.
Stonehouse believes that the immediate reconstitution of Intrinsyc's
board with the Shareholder Nominees is in the best interests of
Intrinsyc and ALL its shareholders. As a fellow shareholder,
Stonehouse believes that Intrinsyc's strategy, operating and financial
performance and oversight under the current board has been flawed and
inadequate. For almost three years, Intrinsyc's current board has
pursued a costly, distracting and failed process of exploring strategic
alternatives, a process which continues to this day. Intrinsyc's board
has never properly disclosed to Intrinsyc's shareholders the full
financial cost to Intrinsyc of this failed process. For more than four
years, the current board has also failed to create any value for
Intrinsyc's shareholders, with Intrinsyc's share price currently
trading at approximately the same level as it did at the end of 2008.
Stonehouse believes that Intrinsyc is now at a critical juncture, having
recently announced exciting developments regarding its strategic
relationship with Qualcomm Incorporated that have the potential for
significant long-term recurring revenues. Stonehouse believes that it
is time for Intrinsyc to support its management team with a focus on
its core business, including the significant organic growth opportunity
presented by the relationship with Qualcomm, unencumbered by further
wasted consideration of disparate strategic alternatives. In
Stonehouse's view, rather than continuing to chase transformative and
potentially dilutive strategic alternatives, Intrinsyc must now focus
its financial and management resources on creating long-term
shareholder value from its existing business opportunities, including
by ensuring that Intrinsyc commits the required financial resources and
has the long-term strategic stability to attract and retain the key
engineering and other personnel that are necessary for Intrinsyc to
execute on its business.
Based upon discussions with other large shareholders of Intrinsyc, and
even before Stonehouse undertakes any public solicitation of proxies,
Stonehouse already believes that the holders of more than 25% of
Intrinsyc's outstanding shares will support the replacement of
Intrinsyc's current directors at the requisitioned meeting. Stonehouse
believes that the election of the Shareholder Nominees will revitalize
Intrinsyc's board, put an end to further distracting consideration of
strategic alternatives, and result in substantial improvements in the
operating and financial performance of Intrinsyc and the performance of
its share price.
In response to the meeting requisition delivered December 10, 2012,
rather than arranging for a special shareholders' meeting to be held in
a timely fashion, the current board announced on December 20, 2012 that
Intrinsyc had called an annual and special meeting of shareholders, to
include the business outlined in the meeting requisition, to be held on
May 14, 2013.
Stonehouse does not believe that the current board's attempt to delay
the requisitioned meeting for more than five months from the delivery
of the meeting requisition is in the best interests of Intrinsyc or its
shareholders. Stonehouse also does not believe that the current
board's continuing efforts to pursue one or more strategic alternative
transactions in advance of the requisitioned meeting, and the election
of a board in which a majority of Intrinsyc's shareholders have trust
and confidence, makes any sense. Given the current board's failed
pursuit of strategic alternatives for almost three years, Stonehouse
believes it is highly likely that any transaction now brought forward
by the current board, under pressure and in the face of their pending
removal, would almost certainly be blocked by Intrinsyc's shareholders
and will represent a further needless waste of Intrinsyc's resources.
On December 31, 2012, Intrinsyc was advised that Mr. Marks would be
commencing an application in the Ontario Superior Court of Justice
(Commercial List) seeking to advance the date of the requisitioned
meeting. That application is scheduled to be heard on January 25,
2013. Mr. Marks' brought the application because he believes that it
is in the best interests of Intrinsyc and all its shareholders that the
requisitioned meeting be held as soon as practicable so that
Intrinsyc's shareholders, by majority vote, can determine which board
that they want leading Intrinsyc. Intrinsyc's current directors, who
collectively with Intrinsyc's executive officers owned only
approximately 1.6% of Intrinsyc's outstanding shares as of December 31,
2011, have been resisting the application.
The support of Intrinsyc's shareholders and, ultimately, their vote at
the requisitioned meeting, are very important to the future of each
shareholder's investment in Intrinsyc. Shareholders interested in
expressing their support for positive change at Intrinsyc should
contact Daniel Marks by telephone at 416-907-6908 or by email at dmarks@stonehousecapital.com.
Biographies of Shareholder Nominees
Information regarding the seven Shareholder Nominees to be proposed by
Stonehouse for election as directors of Intrinsyc is set forth below:
G. Randy Buchamer - Mr. Buchamer has been the President, Chief Operating Officer and a
director of Legend Power Systems Inc. since November 2010. Legend Power
Systems Inc. is a leading electrical energy conservation company that
manufactures and markets a patented device to help commercial and
industrial customers achieve significant energy savings through voltage
optimization. Mr. Buchamer has led or provided mentorship in the
transformation of several underperforming private and public firms over
the years. He was previously Managing Director, Operations for The Jim
Pattison Group and served in executive roles with Mohawk Oil Company.
Under his leadership, Mohawk Oil was restructured, underwent a
successful corporate turnaround and was listed on the Toronto Stock
Exchange. Mr. Buchamer has been a director and the Chairman of
RewardStream Inc. since June 2002 and was previously a director of Uracan Resources Ltd. (formerly, User Friendly Media Inc.). Mr. Buchamer also currently
serves on the advisory board and as operations conduit of two private
high growth companies that have each grown to over $20 million in
annual revenue.
K. Laurence L. Cooke - Mr. Cooke is an experienced senior executive with extensive
international experience and proven results in large public, small
private and entrepreneurial companies. He has considerable
telecommunications and technology experience gained in Canada, the
United Kingdom and South Africa. Mr. Cooke currently provides
consulting services focussed on the wireless and telecommunications
sectors. Previously, Mr. Cooke served as Vice-President, Wireless at
Shaw Communications Inc., a diversified communications and media
company, until January 2011. From 2006 to 2008, Mr. Cooke served as
Chief Operating Officer at Bell Mobility and Bell Distribution Inc.,
with a wide range of responsibilities. Prior to that, in the United
Kingdom, Mr. Cooke's experience includes working in Accenture Strategy
Practice on high-tech and telecommunications and starting up a number
of smaller telecommunications and technology organizations. Mr. Cooke
holds an MBA from London Business School, as well as a Bachelor of
Science in Computer Sciences and Economics from the University of the
Witwatersrand in South Africa.
Daniel S. Marks - Mr. Marks is the President and Principal of Stonehouse Capital, a
portfolio management firm specializing in active investments in
Canadian microcap companies. From June 2010 to May 2012, Mr. Marks was
a director of Pacific Safety Products Inc., Canada's leading soft body
armour company, where he also served as Executive Chairman from
September 2010 to May 2012. In that role, he oversaw a strategic
turnaround in the company, through a process that involved the
introduction of a new board and management team and ultimately a merger
with Zuni Holdings Inc. From June 2009 to December 2010, Mr. Marks was
a director of MTI Global Inc. (renamed Zuni Holdings Inc. in June
2010), a company involved in the design, development and manufacturing
of products used primarily in the aerospace industry. Mr. Marks also
served as President, Chief Executive Officer and Interim Chief
Financial Officer of Zuni Holdings Inc. from June 2010 to December
2010. Mr. Marks has over twenty years of investment management
experience, including positions with Polar Securities Inc., Citibank,
Republic National Bank of New York and TD Securities. Mr. Marks holds a
Chartered Financial Analyst (CFA) designation and an MBA from McMaster
University. Clients of Stonehouse Capital, including Mr. Marks,
currently beneficially own, directly or indirectly, 10,422,000 common
shares of Intrinsyc, or approximately 6.4% of Intrinsyc's outstanding
shares. Stonehouse Capital and, ultimately Mr. Marks, exercise control
and direction over all such common shares.
Robert Odendaal - Mr. Odendaal is an experienced corporate executive with a background in
the telecommunications, broadcasting & media, and technology
industries, including distressed business recovery, business
transformation, start-ups and growth businesses. Mr. Odendaal has
recently returned to Canada after being abroad for five years. From
2007 to 2008, Mr. Odendaal was the Chief Executive Officer of Astro All
Asia Networks PLC, a company that provided direct-to-home satellite pay
television services primarily in Malaysia and Indonesia. From 2005 to
2006, Mr. Odendaal was Chief Executive Officer of Bell Mobility and
Bell Distribution Inc, and prior to this he was President and Chief
Executive Officer of Bell Canada Video Group (including Bell
ExpressVu). Before that he held several senior Executive
Directorships, including as Director of Digital Business Development,
for British Sky Broadcasting Limited (Sky) in the United Kingdom
between the years 1996 and 2003, and prior to that was Commercial
Manager of Digital Broadcasting for the British Broadcasting
Corporation (BBC). Mr. Odendaal is a British accountant (FCMA, CGMA)
and holds an MBA from Heriot-Watt University in Edinburgh. Mr.
Odendaal currently beneficially owns, directly or indirectly, or
exercises control and direction over, 242,000 common shares of
Intrinsyc.
Michael W. Bird - Mr. Bird has more than 25 years of capital markets experience in Canada.
He is currently Vice President and Head of Trading at Red Jacket Asset
Management, an alternative asset investment management company. Prior
to joining Red Jacket, Mr. Bird was a Vice President at GMP Securities
L.P., an independent investment dealer, in the Quantitative Strategies
Trading Group, served as Vice President, Head of Equity Derivatives at
Desjardins Securities from 2002 to 2008 and a Senior Trader and Vice
President at RBC Dominion Securities from 1994 to 2002 working in the
Equity Derivatives Group. Mr. Bird has vast experience in the Canadian
derivatives marketplace and has served on the TSE Derivative Markets
Committee and the TSE Derivatives Advisory Group. Mr. Bird currently
beneficially owns, directly or indirectly, or exercises control and
direction over, 200,000 common shares of Intrinsyc.
David M. Lewis - Mr. Lewis is the founder, Chairman and Chief Executive Officer of
Renvest Mercantile Bancorp Inc., an exempt market dealer that provides
capital and advisory services to the natural resource sector, and in
1994 founded its predecessor, Renvest Capital Corporation. Mr. Lewis
has more than 28 years of experience in the financial services industry
including his tenure as President and CEO of Altamira Securities from
1991 to 2001. While at Altamira, Mr. Lewis was also the President and
CEO of Global Renaissance Fund, a private equity pool. In 2001, Mr.
Lewis was a founding partner of Jovian Capital Corporation, a leading
player in the Canadian hedge fund industry. He began his career in
investment banking with Dominion Securities and has experience sitting
on both private and public company boards. Mr. Lewis previously served
as a director of Nuinsco Resources Limited, Alpha One Corporation and
Chalk Media Corp. Mr. Lewis currently beneficially owns, directly or
indirectly, or exercises control and direction over, 6,259,400 common
shares of Intrinsyc, and a further 2,715,000 common shares are held by
one or more trusts of which Mr. Lewis and/or various members of his
family are beneficiaries but of which Mr. Lewis is not a trustee. Mr.
Lewis does not exercise control or direction over these 2,715,000
common shares. Collectively, such 8,974,400 common shares represent
approximately 5.5% of Intrinsyc's outstanding shares.
Peter H. Puccetti - Mr. Puccetti has 20 years of special-situations investment experience,
including involvement in many restructurings and turnarounds. He is the
founder, Chairman and Chief Investment Officer of Goodwood Inc., which
is the investment manager of various investment funds including
Goodwood Fund which began in October 1996 as a long/short equity fund
with a focus on special-situations value investing. Mr. Puccetti is a
director and former member of the senior management team of The Westaim
Corporation. Since August 8, 2012, Mr. Puccetti has served as Chief
Executive Officer and a director of Longford Energy Inc., a publicly
listed company currently seeking to deploy its cash assets. Since
November 28, 2012, Mr. Puccetti has also served as Chief Executive
Officer and a director of Dacha Strategic Metals Inc., a publicly
listed company that owns an inventory of rare earth metals. Prior to
founding Goodwood Inc., Mr. Puccetti co-founded a successful
institutional brokerage boutique, Puccetti Farrell Capital Partners.
Previously, Mr. Puccetti was an analyst, investment banker, partner and
member of the steering committee of Sprott Securities Limited (now
Cormark Securities Inc.). Mr. Puccetti holds a Chartered Financial
Analyst (CFA) designation.
In the event that the Shareholder Nominees are elected at the
requisitioned meeting, they intend to cause the size of Intrinsyc's
board to be reduced from seven to five, which Stonehouse and the
Shareholder Nominees believe is at present a more appropriate board
size for Intrinsyc and will reduce board-related costs.
Contemporaneously with that reduction in board size, it is expected
that Messrs. Puccetti and Lewis would resign as directors.
Additional Information:
Stonehouse is not asking shareholders of Intrinsyc to send a form of proxy at this time,
as formal notice of the special meeting of Intrinsyc's shareholders
(the "Special Meeting") to be held in response to the meeting
requisition that Stonehouse previously caused to be delivered to
Intrinsyc has not yet been sent to Intrinsyc's shareholders, and
Intrinsyc has not yet filed its management information circular in
relation to the Special Meeting. The removal of each of the current
directors of Intrinsyc, and the election of the Shareholder Nominees in
their place, will be considered at the Special Meeting. Prior to the
Special Meeting, Stonehouse expects to furnish a proxy circular to
shareholders of Intrinsyc, together with a BLUE form of proxy.
SHAREHOLDERS OF INTRINSYC ARE URGED TO READ STONEHOUSE'S PROXY CIRCULAR
CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and
shareholders will be able to obtain free copies of Stonehouse's proxy
circular and any amendments or supplements thereto and further proxy
circulars at no charge on SEDAR at http://www.sedar.com. In addition, shareholders will also be able to obtain free copies of
Stonehouse's proxy circular and other relevant documents by calling
Stonehouse Capital at 416-907-6908, when such documents become
available.
Information in Support of Public Broadcast Solicitation
Stonehouse is relying on the exemption under section 9.2(4) of National
Instrument 51-102 - Continuous Disclosure Obligations to make this public broadcast solicitation. The following information
is provided in accordance with corporate and securities laws applicable
to public broadcast solicitations.
This solicitation is being made by Stonehouse Capital Management Inc.
together with its President Daniel S. Marks, and not by or on behalf of
the management of Intrinsyc.
Intrinsyc's principal business office is Suite 380 - 885 Dunsmuir
Street, Vancouver, British Columbia, V6C 1N5.
Stonehouse has filed an information circular dated January 24, 2013 (the
"Stonehouse Circular") containing the information required by Form
51-102F5 - Information Circular in respect of its proposed nominees. The Stonehouse Circular will be
available on Intrinsyc's company profile on SEDAR at http://www.sedar.com.
Proxies for the Special Meeting may be solicited by mail, telephone,
facsimile, email or other electronic means as well as by newspaper or
other media advertising and in person by directors, officers and
employees of Stonehouse Capital, and by the Shareholder Nominees, none
of whom will be specifically remunerated therefor. In addition,
Stonehouse may solicit proxies in reliance upon the public broadcast
exemption to the solicitation requirements under applicable Canadian
corporate and securities laws, conveyed by way of public broadcast,
including press release, speech or publication, and by any other manner
permitted under applicable Canadian laws. Stonehouse may engage the
services of one or more agents and authorize other persons to assist it
in soliciting proxies on behalf of Stonehouse.
All costs incurred for the solicitation will be borne by Stonehouse,
provided that Stonehouse may determine, upon a successful
reconstitution of Intrinsyc's board of directors, to seek reimbursement
from Intrinsyc of Stonehouse's out-of-pocket expenses, including proxy
solicitation expenses and legal fees, incurred in connection with the
reconstitution of Intrinsyc's board of directors.
A registered holder of common shares of Intrinsyc that gives a proxy may
revoke it: (a) by completing and signing a valid proxy bearing a later
date and returning it in accordance with the instructions contained in
the blue form of proxy to be provided by Stonehouse, or as otherwise
provided in the accompanying proxy circular of Stonehouse, once made
available to Intrinsyc's shareholders; or (b) by depositing an
instrument in writing executed by you or by your attorney authorized in
writing, as the case may be: (i) at the registered office of Intrinsyc
at any time up to and including the last business day preceding the day
of the Special Meeting or any adjournment or postponement of the
Special Meeting, or (ii) with the Chairman of the Special Meeting prior
to its commencement on the day of the Special Meeting or any
adjournment or postponement of the Special Meeting; or (c) in any other
manner permitted by law.
A non-registered holder of common shares of Intrinsyc will be entitled
to revoke a form of proxy or voting instruction form given to an
intermediary at any time by written notice to the intermediary in
accordance with the instructions given to the non-registered holder by
its intermediary. It should be noted that revocation of proxies or
voting instructions by a non-registered holder can take several days or
even longer to complete and, accordingly, any such revocation should be
completed well in advance of the deadline prescribed in the form of
proxy or voting instruction form to ensure it is given effect in
respect of the meeting.
Except as otherwise disclosed herein, to the knowledge of Stonehouse,
none of Stonehouse Capital nor Daniel S. Marks nor any of the directors
or officers of Stonehouse Capital, or any associates or affiliates of
the foregoing, or any of the Shareholder Nominees or their respective
associates or affiliates, has: (a) any material interest, direct or
indirect, in any transaction since the commencement of Intrinsyc's most
recently completed financial year or in any proposed transaction (other
than the proposed changes and transactions referred to herein) that has
materially affected or will materially affect Intrinsyc or any of its
subsidiaries; or (b) any material interest, direct or indirect, by way
of beneficial ownership of securities or otherwise, in any matter
currently known to be acted on at the Special Meeting, other than the
election of directors.
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