Information contained on this page is provided by an independent third-party content provider. WorldNow and this Station make no warranties or representations in connection therewith. If you have any questions or comments about this page please contact firstname.lastname@example.org.
SOURCE Lone Star Value Management, LLC
Expresses Disappointment with Current Board's Disregard for Shareholder Rights
Renews Call on Antares Shareholders to Remove Two Employee Directors and Elect Five Highly-Qualified, Independent Directors
NEW YORK, June 13, 2014 /PRNewswire/ -- Lone Star Value Investors, LP, a significant shareholder of Antares Energy Limited (ASX: AZZ) (OTC: AZZEF), is seeking the removal of two of the current executive directors of Antares and the election of five new independent and highly-qualified directors to the Board at a meeting of the shareholders to be held on 22 July.
"We see an enormous opportunity to enhance value for all Antares shareholders and the first step to unlocking this value is enhancing Antares' Board of Directors with the independence and skills needed to get the job done. However, in the meantime, the current Board should refrain from any and all material decisions until the General Meeting is held" said Lone Star Value founder and one of the candidate directors to the Antares Board of Directors, Jeff Eberwein.
Lone Star Value criticised Antares CEO James Cruickshank for failing to adhere to ASX best practices guidelines following his recent comments in an interview in the press and at a sparsely attended annual general meeting revealing that the Company may be in talks with an interested party for the sale of its Southern Star asset and that it may be considering options for joint ventures for Northern Star and Big Star. Lone Star Value believes this improper disclosure is yet another indication that Antares' Board oversight needs to be strengthened.
Lone Star Value has called on Antares to provide details about the potential sale to ASX.
"While we are pleased that Mr. Cruickshank agrees with us on the benefits of monetising and developing the Permian Basin assets with more established partners, we do not think a Board dominated by the CEO and his employees should be allowed to lead this process," Mr Eberwein said.
"Consistent with its past practices, Antares has provided only scattered information about its potential strategic opportunities in the Permian, far short of fulsome disclosure shareholders should expect (or ASX best practices advocate). We fear Mr. Cruickshank and his fellow directors are attempting to keep their positions on the Board by making vague promises to shareholders that value-realisation is just around the corner.
"The current Board needs to be enhanced for the full value of Antares' assets in the Permian Basin to ever be maximised. In our view, the current Board does not have the expertise to run a successful sales process with sophisticated counterparties in the Permian Basin, especially given the sparse Permian Basin experience of the incumbent directors and lack of relevant M&A experience, legal experience, or oil & gas financial experience. Lone Star Value has proposed a robust strategic alternative review process as the key plank to the future of Antares - to be led by an independent Board that has the relevant experience, industry connections, regional knowledge, and a clear commitment to shareholder rights and value."
In criticising the current Board structure of three executives and only one independent director, Lone Star Value stated that Mr. Cruickshank has impaired shareholder value and Board independence by concentrating all critical decision-making power through his combined role as the Executive Chairman of the Board, Chief Executive Officer, Managing Director, and a member of the Audit & Compliance Committee and Remuneration Committee.
"In our view, this Board is deeply entrenched," Mr. Eberwein said. "We are disappointed that the Board rejected our offer to hold a meeting at our expense and instead insisted on a meeting that gives them greater control but for which all shareholders must pay. They have also refused to include in the agenda a proposal that would invalidate any unilateral appointments to the Board they make prior to the general Meeting which may make the shareholders selection of their representatives on the Board less impactful. We believe that these entrenchment tactics and poor corporate governance are major reasons Antares shares trade at such a large discount to their intrinsic value and why Antares has underperformed its Permian Basin peers."
Lone Star Value made note that its candidates have deep experience in a broad range of areas, and are all independent and are not receiving any outside remuneration from Lone Star Value. "Naturally, I am compensated for my employment with Lone Star Value but not for serving as its director candidate. In fact, it is our intention that should our candidates be elected, overall Board compensation will remain the same despite an increase in Board numbers. Our Board nominees' interests are fully aligned with all shareholders and our nominees have only one goal – to maximise value for the benefit of all shareholders of Antares." Mr. Eberwein said.
Lone Star Value urged all Antares shareholders to read carefully the materials that Lone Star Value is mailing to them today as those materials contain important information. Lone Star Value called on shareholders to vote on its blue and white proxy card to improve the Board of Antares.
Lone Star Value contact:
Jeffrey E. Eberwein
Lone Star Value Investors, LP
Media enquiries please contact:
Cannings Corporate Communications
+61 418 708 663
©2012 PR Newswire. All Rights Reserved.