Doh! Didn't see that coming! In a long and I hope mostly useful career as a director on public boards in Canada, I thought I had seen everything in the world of governance. But I didn't see the events of this week coming. Despite being approved for inclusion by the Board of Directors in the Management Information Circular, one of the directors, Samir Manji directed (without warning and immediately prior to the AGM) that shares held by entities controlled by him be voted against me. Mr. Manji is the founder and CEO of Sandpiper Group - Real Estate Private Equity, a Vancouver-based real estate private equity firm he established and is the President and CEO, and a Trustee of Artis Real Estate Investment Trust. He styles Sandpiper’s investment strategy as “activist”. In addition, Mr. Manji arranged that a group of funds controlled by Connor, Clark & Lunn Financial Group (CC&L) (under the Global Alpha Capital Management Ltd. brand name) also vote against my candidacy although I have never met with or discussed anything with this group. The Chief Investment Officer of Global Alpha is Robert Beauregard, and the Chair of Connor, Clark & Lunn Financial Group (CC&L) is Michael Freund and the CEO of Connor, Clark & Lunn Financial Group (CC&L) is Warren Stoddart. Lawyers have told me that it is very difficult in Canada to make a case that shareholders are acting “jointly and in concert” and thus constitute a “control block” in relationship to a public company. But sometimes shareholders find a way to harmonize or just rhyme. As the old adage goes, if it looks like a duck and quacks like a duck, it is unlikely to be a giraffe. If some shareholders were found to be acting jointly and in concert with respect to a company, they might seek to eventually control the Board without the necessity of making a takeover bid from their control block position. Shareholders acting as a control block, would, I believe have to rely on various exemptions under the Ontario Securities Act in order to acquire or sell any additional shares in a company. It is disappointing to leave the Board of Extendicare at this time. However, the Company is poised for much greater things as the Board (including Mr. Manji) appears united in supporting management’s strategy and execution plan under its CEO Michael Guerriere CFO David Bacon CPA, CA, ICD.D, Senior Vice President, Chief Legal Officer & Corporate Secretary, John Toffoletto, Kathryn Bradley and many, many others in the management team. They have done a remarkable job of turning Extendicare around both operationally and strategically and I look forward to continuing to hold or increase my share position. I am hopeful that the remainder of the directors can replace my position with someone who has the courage and independence of mind to continue to act in the best interest of shareholders and patients – no matter what obstacles they may encounter. I will miss them.
It undoubtedly reflects badly on them and not you Alan. You are among the best directors I have ever served on a board with. Their loss.
Hugely disappointing. Courage, independent thinking indeed -- combined with a record of value creation for shareholders -- has been your signature.
Don’t give it another thought! I see this as an opportunity to put your talents to work with another company that wants grow and prosper. I am sure that you will have your pick of some great companies
Sorry to hear Alan and it is their loss. To use another analogy, unfortuantelty these actions tend to happen when there's a fox n the henhouse.
Sorry to read that - you and Mike Freund would have crossed path in the RBC RT transaction. One would have thought that discussions would have taken place….. not always easy to be an independent thinker. All the best to you, Alan.
Interessant....chose certaine Alan, tu n'est pas le perdant!!..À suivre....
Now you have seen everything, Alan! Wait, until you see another new thing. Your experience in dealing with activism situation is exactly what an activist doesn't want here.
Hard to believe this happened! Their loss for sure Alan!! Let’s get out for lunch when the dust settles.
Thank you for sharing Alan. Governance is an interesting but not unwinding road.
Their loss. I suspect your talents and independence will be welcomed and highly valued elsewhere.