“it’s a tough world out there so - valuewalk › ... ›...

12

Upload: others

Post on 08-Jun-2020

4 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds
Page 2: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

“It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER,

what matters is sometimes creativity.” - Stan Bharti giving advice to Laurentian University students

Page 3: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

2 | P a g e

Dear Fellow Shareholder,

Time is running out to save your Aberdeen investment your vote is important.

Stan Bharti is hoping you will let him continue paying himself and his friends millions of dollars of your money while they siphon off what’s left of Aberdeen to themselves and related parties. If shareholders don’t act now to stop Stan we think the value of your Aberdeen shares could be worthless within two years. Recently, Institutional Shareholder Services (“ISS”), a leading independent proxy advisory research firm, recommended that Aberdeen Shareholders vote to remove Stan Bharti at the upcoming meeting and recommended using our GOLD form of proxy when casting your vote. ISS, whose analyses and recommendations are relied upon by many major institutional investment firms, mutual funds and fiduciaries throughout North America, also recommended voting FOR Ryan J Morris. In its January 16th report, ISS found

“By replacing Bharti, who exerts significant Forbes & Manhattan influence on the board and bringing Morris on the board will help improve the overall governance structure and true independence level of the board, with an expectation to provide more transparency and strengthen the independent oversight over related party transactions/loans, effectiveness of cost cutting, etc., which should ultimately benefit the overall shareholder return over the long-term.”

ISS went further in expressing their support, stating

“Dissident nominee Ryan J. Morris appears most suited to carry out the changes and help add truly independent oversight to the board. He is the leader of the dissident group and has over 5% of shareholding in the company which makes his interest aligned with those shareholders who are not Forbes & Manhattan affiliated. As the CEO of Meson Capital Partners, LLC, Morris is an experienced investment professional whose expertise should be helpful as the company is essentially a merchant bank and who can add different voice on the Forbes & Manhattan dominated board in terms of portfolio investment process… On the basis of the above, we recommend shareholders vote FOR dissident nominee Ryan J. Morris by removing management nominee Stan Bharti on the dissident proxy.”

In explaining the reasons for its recommendation ISS highlighted many of the same concerns we have raised with Stan and the way he and his friends are running your company. This has only affirmed what we have been saying for some time, namely that urgent change is needed before it’s too late. Many of your fellow shareholders have already voted their GOLD proxies to save Aberdeen and maximize the value of their investment, but every vote is important; we need you to vote today before it’s too late and Stan destroys what’s left of your investment. YOUR GOLD PROXY VOTE WILL END the Culture of Insider Self Enrichment

Stan Bharti says “honesty doesn’t always matter” so we are not surprised that he and his team have tried to distort the truth about Aberdeen and about us. We know Aberdeen has written to you and many of the things they have said are simply not true.

The Aberdeen board and Stan Bharti would have you believe that their involvement with Forbes & Manhattan portfolio companies adds value for shareholders. The reality is that their involvement often enriches only Stan Bharti, Forbes & Manhattan and the stable of related individuals they install as directors and officers, often at the direct expense of shareholders. Since Aberdeen’s inception in 2008, shareholders have accumulated net losses of over $67 million. Where did all that money go? Stan Bharti, Forbes & Manhattan and other current and former Aberdeen directors have received

Page 4: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

3 | P a g e

total cash compensation of over $58 million from Aberdeen and the related parties that Aberdeen has invested in. Over the last three years, the median shareholder return from these same companies was negative 89%.

Our Plan To Maximize Value for ALL Aberdeen Shareholders

Our plan to save Aberdeen is not a “takeover” but a liberation that will put cash back into the hands of YOU, the shareholder and fix the mess that Stan and his team have made at Aberdeen, which has seen the value of your Aberdeen shares decline by 80% since January 31, 2011. So what are we planning to do?

• An immediate Cash Return of $0.15 per share. Aberdeen shareholders have suffered long enough. Stan and his friends on the board have managed Aberdeen so badly that they were forced to cancel the company’s dividend in 2012. Since then shareholders haven’t received a cent from Aberdeen and have suffered a decline of 65% in the value of their shares. Stan and the rest of the Aberdeen board haven’t shared your pain though. Instead insiders have paid themselves $13 million over the last three years! In contrast to our plan Stan and his team won’t commit to returning any cash to shareholders. Why? We think it’s because it would leave less money in the company for Stan and his team to keep paying themselves millions. Aberdeen owns $16 million worth of shares in Rio Alto Mining. This shareholding is a liquid non-core asset; in fact Aberdeen has already sold over $7 million worth of its Rio Alto shares in October at prices much lower than today’s. Our plan involves completing the sales Aberdeen started in October, but, instead of finding ways to siphon the money to Forbes & Manhattan, we will return it to you.

• A reduction in compensation of at least 80%. We think company executives and board members should be compensated based on performance, and we intend to make sure Aberdeen is run that way. It’s unexplainable how Stan and his friends on the board think it’s reasonable to have paid themselves $13 million while the Aberdeen stock price has declined 80%. Our plan will put an immediate stop to this for the benefit of all shareholders. In contrast to our plan, Stan and his team won’t make any specific commitments regarding reducing compensation.

• A reduction in operating costs of approximately 60%. Over the past 12 months

Page 5: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

4 | P a g e

Aberdeen has spent 2-3 times more on operating expenditures than comparable companiesi. Our plan will eradicate this wasteful behavior and align Aberdeen’s operating costs to comparable companies, saving a significant amount of shareholder money. In contrast to our plan Stan and his team won’t commit to a specific expense reduction target.

• Recover ill-gotten gains from Stan and his friends for the benefit of all shareholders. We think Aberdeen has completed a number of questionable transactions with Stan, Forbes & Manhattan and parties related to them. Our plan will be to investigate these transactions and seek to recover ill-gotten gains for the benefit of all Aberdeen shareholders. For example, Aberdeen completed a highly dilutive private placement to Stan, his friends on the board and parties related to them in November 2014. We calculate that this transaction transferred approximately $0.03 per Aberdeen share (or approximately 20% of the current Aberdeen share price) away from shareholders like you to Stan and his friends that participated in the transaction. We have already commenced court proceedings in relation to this transaction, which if successful will benefit all Aberdeen shareholders. Stan and his team are fighting our efforts to recover this value as hard as they can, so don’t expect them to do anything in the future to recover ill-gotten gains for your benefit if they remain in control of your company.

• A thorough review of Aberdeen’s portfolio and actions to maximize value. Stan and his team have done an abysmal job of investing your money, generating accumulated net losses of $101 million since January 31, 2011. Our plan is to complete a thorough review of all portfolio investments and determine the best way to fix the mess Stan has created and maximize the value of each investment in the portfolio. We think there is significant potential value in Aberdeen’s portfolio and our team has the skills and experience to fully realize it. In contrast, given their track record of significant losses and the lack of a plan for change, we don’t think Stan and his team can be trusted to do anything different in future from the disastrous results they have delivered in the past.

We believe there is significant intrinsic value in Aberdeen, and our plan will maximize it for the benefit of all shareholders. In short, we think the combination of immediate significant cost reductions, creative ideas for portfolio value maximization as well as focused efforts on other value recovery and value creation has the potential to deliver total value to shareholders well in excess of Aberdeen’s current share price. Aberdeen Net Asset Value Per Share

Page 6: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

5 | P a g e

Note: numbers may not add due to rounding. Share prices represent closing prices on January 16, 2015. (1) Market value of Aberdeen’s Rio Alto shareholding. Based on Aberdeen’s share ownership of Rio Alto as disclosed in its most recent

financial statements. (2) Based on 87,349,422 shares outstanding as at 31 October 2014. (3) Represents book value of all assets and liabilities (other than Rio Alto shareholding) as disclosed in Aberdeen’s most recent financial

statements. (4) Represents fully diluted net assets per share post completion of the private placement. Uses “Total before private placement” as the

starting point and assumes Aberdeen’s pro forma net assets increase by $2 million from the placement proceeds plus $3 million from warrant exercise. Assumes 107,349,422 shares outstanding (i.e. 10 million additional shares from shares issued in private placement plus 10 million additional shares issued pursuant to exercise of warrants).

Stan Bharti Says “Honesty Doesn’t Always Matter” so why would you believe him now?

We know Aberdeen has written to you and many of the things they have said are simply not true. While “honesty doesn’t always matter” for Stan, it does matter for us so we want to set the record straight once and for all on a number of misstatements Stan and his team have made.

• We are not engaged in vote buying. In an apparent act of desperation Stan and his team falsely accused us of “vote buying”, which we have publicly confirmed we will not do in the whitepaper we published at www.freeaberdeen.ca. We would also like to highlight that unlike us Stan and his team have yet to publicly confirm they will not be engaged in vote buying, and have left the door open in their circular to do so with your money.

• Ryan Morris’ investment returns have significantly outperformed Aberdeen. Since its inception in February 2009 through Sept 30, 2014 which Aberdeen uses in its circular chart, Meson Capital has delivered net investment returns of 225%, outperforming the S&P 500 Index and dramatically outperforming Aberdeen by 250%. Aberdeen sneakily chose the time period they presented in their materials to mislead you and were likely embarrassed about their own abysmal investment returns.

• Ryan Morris and Meson Capital have a history of successfully improving governance and creating value for ALL shareholders. Aberdeen highlights Morris’s sole failure as a corporate insider at Lucas Energy. Despite successfully decreasing SG&A and operating expenses by over 40% at Lucas Energy, collapsing oil prices resulted in a 75% stock decline.

In fact, of a total of four times as a corporate insider, Ryan Morris and Meson have created tremendous value for shareholders with a dramatically higher success rate than Stan Bharti. Ryan Morris and Meson Capital only profit when investors make money first!

Shareholder return during Ryan Morris & Meson Capital’s activist involvement:

Page 7: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

6 | P a g e

• We are not proposing a fire sale of assets. Aberdeen correctly highlights that the investments Stan and his team have made have lost 80 to 90% of their value, a sorrowful reflection of their competence. Aberdeen has already arranged to sell materially all of its investment portfolio to Landmark Partners LLC. Our plan is to try and undo as much of Stan’s damage to your investment as possible. This involves firstly completing a detailed review of Aberdeen’s whole investment portfolio. This is not a sale as Aberdeen falsely states in their attempt to scare you. We are planning to complete the review within 60 days and once it’s complete we will communicate the results to all shareholders. Rest assured, our interests are completely aligned with yours because – unlike Stan and his team that get their shares given to them from Aberdeen without having to pay any cash – we have bought all of our shares on market, just like you have, so we will be doing everything we can to maximise value for all shareholders.

• We can return $0.15 per share in cash to you and we plan to do this immediately. We think shareholders have suffered enough and deserve some return of cash. Aberdeen’s liquid non-core shareholding in Rio Alto Mining can be easily sold and returned to shareholders without any detrimental impact on its value. It’s regrettable that Stan and his team are trying to keep this money for themselves instead of returning to its rightful owners, YOU. Stan and his team are trying every trick in the book, including trying to award themselves $6.2 million of your money as “change of control” payments. When Stan and his team try to scare you with talk about “scorched wallets” they don’t tell you that most of what they are talking about are these change of control payments! We think these payments, which represent over 45% of Aberdeen’s current market value, are illegal, and we have already commenced court proceedings, which, if successful, will benefit all shareholders. This compensation awarded by the same people who were removed to improve “Corporate Governance” reflects the insider mentality of “heads I win, tails you lose” that this board is determined to entrench itself into

• We do understand Aberdeen’s “loans to related parties” and how value destructive this has been for Aberdeen shareholders. While we can’t understand why Stan and his team made some of the “investments” they made, we do understand the investments themselves. For example, Valencia Ventures, which is one company Aberdeen “invested” your money in, in-turn made a loan to a company whose sole shareholder was Stan’s wife and whose sole director was Stan’s son. This loan was substantially written off within 12 months, resulting in a substantial loss to the shareholders of Valencia Ventures, including Aberdeen. Stan was the chairman of Valencia Ventures at the time and John Begeman and Bernard Wilson were both also directors and on Valencia’s audit committee. Aberdeen claims they structure their investments “to ensure we are protecting our shareholders” but then Stan has also said “honesty doesn’t always matter.”

• Stan and his team did pay themselves $13 million over the past 3 years, including bonus payments of $3.3 million in 2013. While we can’t understand how this level of compensation is justified considering how much shareholder value Stan and his team destroyed, the fact it was paid is irrefutable and is there for all to see in Aberdeen’s regulatory filings. Aberdeen claims “no bonuses were paid in the last two years” but their own regulatory filings show “incentive” compensation of $3.3 million paid in the 2013 fiscal year. Perhaps “honestly doesn’t always matter” when it comes to telling shareholders about compensation?

Page 8: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

7 | P a g e

• We did not only become interested in Aberdeen in the last three months. Nightscape has been a shareholder of Aberdeen for a number of years and has been proactively trying to persuade Aberdeen to behave in a more shareholder friendly fashion since as early as 2012. Sadly, these efforts have not been successful which is why we have been forced to call the meeting.

• Aberdeen’s investment failures overwhelm its few investment successes. Aberdeen highlights a very small number of successful investments as evidence that its “proven capital growth model” works. This is yet another attempt to mislead you. The truth is that Stan and his team suffer a very large number of investment “losers” for every “winner” they stumble across. Aberdeen has made over 90 investments with your money, most of which have lost money. In fact, Aberdeen has lost money every year for the past three years and unfortunately is also very likely to lose money again this year. Total losses Stan and his team have delivered for Aberdeen shareholders since January 31, 2011 equal $101million.

• We can convene a board meeting if our nominees are elected. After “waiting in the weeds” for a month after Aberdeen received our meeting requisition, Stan and his team are now trying to suggest there is a technical matter related to the by-laws that will result in our nominees not being able to convene a board meeting if elected. This is in stark contrast to Mr. Bharti’s response with its investment in Dacha Strategic Metals Inc. when his team proposed to add foreign directors and had no issue with that company’s by-laws. The truth is (and Stan and his advisors know this) there are a number of ways to easily address this issue. The easiest solution is for Aberdeen to amend its by-laws prior to or at the meeting to remove the unusual and unnecessary 50% Canadian residency requirement for directors. We proposed this solution to Aberdeen and its “independent counsel” in our continued efforts to allow shareholders to focus their considerations on the merits of the respective director nominees, but Stan and his team have again demonstrated their true intentions and disregard for shareholder democracy by refusing to do so. This new tactic by Stan and his team is particularly concerning given that it clearly violates the most fundamental principle for the upcoming meeting – namely, that shareholders be given an opportunity to vote for whomever they believe are the best directors to lead Aberdeen. It appears Stan and his team disagree and are at a point where they are now grasping for every tactic possible to entrench themselves and, in the process, attempting to rob shareholders of their basic voting rights. If Stan and his team continue to refuse to address this matter in a mutually agreeable manner before the meeting, we intend to bring a motion at the meeting to have the by-laws amended to remove this unusual restriction and to ensure the voting rights of our fellow shareholders are respected and enforced at the meeting. Rest assured that we will vote the GOLD proxy in respect of any other matters presented for action at the meeting to ensure that you can vote for our full slate of nominees and we can convene a board meeting once our nominees are elected.

Don’t Be Fooled by Aberdeen’s Excuses

In an attempt to avoid accountability for the astonishing value destruction they have overseen Aberdeen flippantly stated “some things are beyond our control”. We were shocked to read this, especially as there are a number of things directly in Stan and his teams’ control that have cost shareholders tens of millions of dollars. Consider the following:

• Stan and his team compensated themselves $13 million over the past three fiscal years

• Aberdeen made no fewer than 20 loans to related parties that were “written off”, costing Aberdeen shareholders $22 million

• Aberdeen has invested in at least 60 related parties, and the group of related parties that are public companies have had a median shareholder return of negative 90%

• Aberdeen’s current and past directors have received an additional $37 million in cash

Page 9: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

8 | P a g e

compensation from 30 of these (publicly traded) related parties where YOUR money was transferred as an “investment” to fund the “consulting” fees paid to Forbes & Manhattan and other related parties

• Aberdeen has chosen to use an auditor that the Public Company Accounting Oversight Board has publicly reprimanded multiple times for deficiencies in its audit practices

Stop Aberdeen’s Culture of Entrenchment Before It’s Too Late

Stan and his team have engaged in a number of actions which we believe are intended to make it more difficult for shareholders to exercise their democratic rights to remove them. We believe these actions will only accelerate if Stan and his team are not replaced immediately. Consider the following:

• Buying Aberdeen shares with your money and giving them to Stan and his team. After Stan sold out all but 15,000 of his shares, during the 2014 financial year Aberdeen spent $3 million of shareholder money buying 9.1 million Aberdeen shares in the open market. Between then and now Stan and his team have “awarded” those shares to themselves in the form of “restricted share units” for which the company (and you as a shareholder) received no cash payment. The large majority of these vested quickly allowing Stan and the members of his team that were given these shares to vote them to keep themselves in office

• Highly dilutive private placement to insiders and friends of Stan. In November 2014 Aberdeen completed a private placement of 10 million shares and a further 10 million warrants. This transaction diluted your shareholding in Aberdeen by 23%, transferred $0.03 per share of value away from you (or approximately 20% of the current Aberdeen share price), and transferred even more votes into Stan Bharti-friendly hands. This issuance of new shares comes in advance of managements’ own “planned” share repurchase in January and despite significant liquidity in its portfolio. Management’s only rationale was to secure more votes for themselves at your expense. The following parties (all either current Aberdeen directors or related parties) are the only ones Stan and his team allowed to participate in the placement:

o Current Aberdeen Directors: Stan Bharti, David Stein, George Faught

o Sulliden Mining Capital: a related party of Aberdeen which is controlled by Stan Bharti and shared 4 of 7 Aberdeen's directors (Stan Bharti, David Stein, George Faught, and Pierre Pettigrew) at the time of the placement. The other two Sulliden directors (Justin Reid and Peter Tagliamonte) also have extensive connections to Forbes & Manhattan and Stan Bharti

o 2378083 Ontario Inc.: the sole shareholder and sole director of this company is Frederic Leigh who is the Chief Investment Officer and an Executive Committee member of Forbes & Manhattan

ISS, in its January 16th report, also criticized this private placement and expressed significant concern regarding the subscription of the private placement.

• Change of Control Payments. Stan and his friends on the board inappropriately adopted “change of control” arrangements that, if permitted to stand, could transfer approximately $6.2 million (or in excess of 45% of Aberdeen’s current market capitalization) from Aberdeen shareholders into the pockets of Stan and his friends. These change of control payments are in addition to the $13 million of compensation paid to Stan and his friends over the past three fiscal years and were granted in spite of the significant destruction of shareholder value these individuals have overseen. All the members of the company’s compensation committee have been removed by Aberdeen itself to improve corporate governance, but the new “independent” directors have yet to take action to remove these outrageous payments for the benefit of YOU, Aberdeen shareholders.

Page 10: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

9 | P a g e

• Meeting Tactics to Frustrate the Shareholder Democratic Process. In addition to the large number of mistruths Stan and his team have peddled, they have also engaged in a variety of sneaky tactics designed to frustrate the shareholder democratic process and make it difficult for the meeting to be fair and open. Consider the following:

o “Ambush” Over Proxy Forms. We requisitioned a meeting of Aberdeen shareholders on December 16, 2014. On December 24, 2014, Aberdeen called the requisitioned meeting without raising any issues about our nominees. Only after (i) two weeks of trying to engage in discussions with Aberdeen, (ii) we pointed out to Aberdeen, that the initial Aberdeen form of proxy was non-responsive to the meeting requisition and (iii) we mailed our circular, did the purported independent directors of Aberdeen identify their “issue” with our proposed nominees. Aberdeen corrected its invalid form of proxy and offered us “an opportunity to correct” ours. However, before we had an opportunity to even consider whether a correction was necessary, the revised Aberdeen form of proxy was filed and mailed and once again included the supposedly “invalid nominees”. So it is not clear what Aberdeen is really intending. What is clear is that Aberdeen is making this process confusing

o Excessive and Unreasonable Fees. Aberdeen required we pay $5,000 for an outdated photo copy of the shareholder list, claiming this was a “reasonable” fee. Our enquiries indicate this fee is up to 5 times what a reasonable fee should be

o Unreasonable Refusal to Provide Information. Aberdeen refused to provide us with a copy of the US NOBO list, representing shareholders owning approximately 20% of the issued and outstanding shares of Aberdeen, until court action was threatened (and then materially delaying delivery of this list for a tactical advantage)

We continue to believe the election of our nominees to the board will be in the best interests of Aberdeen and all of its shareholders and hope Stan and his friends on the board will do the right thing in ensuring that all Aberdeen shareholders’ voices are heard. Failing that, we will do whatever is necessary to ensure Aberdeen conducts a fair election in which all shareholders of Aberdeen are enfranchised, to ensure a fair and democratic result.

You Must Act Now – Vote The GOLD Proxy To Save Your Aberdeen

You must vote now before it’s too late. At the current rate at which Stan Bharti and his team are destroying value at Aberdeen your shareholding could be worthless within 2 years.

VOTING INSTRUCTIONS

Aberdeen Shareholders who have voted the management proxy and wish to support the Concerned Shareholders have the right to change their vote by simply executing a GOLD proxy. A later-dated GOLD proxy replaces a previously recorded vote.

Time is of the essence, GOLD proxies must be returned no later than 5:00 p.m. (Toronto time) on January 29, 2015 to FREE ABERDEEN.

For assistance and ease with voting your GOLD proxy, please contact D.F.

King Canada (toll-free) at 1-800-926-7043 or visit www.freeaberdeen.ca where

the GOLD proxy can be easily voted by clicking on the “Vote Now” button.

Page 11: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

10 | P a g e

Sincerely “Ryan J. Morris” Ryan J. Morris Meson Capital Partners LLC

“Elio Lombardi” Elio Lombardi Nightscape Capital (UK) LLP

i Calculated as operating, general and administrative expenses as a percentage of investments. Comparable companies include Marret Resource Corp., Humbolt Capital, Sprott Resource Corp, Pinetree Capital and 49 North Resources

Page 12: “It’s a tough world out there so - ValueWalk › ... › 253803141-Meson-Final-Fight-Lette… · “It’s a tough world out there so HONESTY DOESN’T ALWAYS MATTER, ... funds

Any questions and requests for assistance may be directed to D.F. King Canada:

North American Toll Free Phone:

1-800-926-7043

Outside North America, Banks, Brokers and Collect Calls: 1-201-806-7301

Email: [email protected]

North American Toll Free Facsimile: 1-888-509-5907

Facsimile: 1-647-351-3176