Concerned Shareholders of Hemostemix Inc. Announce Steps to Reconstitute Board of Directors
- File and mail Concerned Shareholders' proxy materials - Existing Board's and management's strategic plan is broken - Shareholders encouraged to vote the BLUE Proxy to support positive change
CALGARY, ALBERTA--(Marketwired - Aug 22, 2016) - Barry Ullet, Bernie Troitsky, Donn Lovett, Glynn Hendry, Jed M. Wood, Jim Brown, Joseph P. Stewart, Dr. Owen Schwartz, Dr. Pierre Liemgruber, Robert Achtymichuk, Robert Sweep, Rodney Cavanagh, Rodney Risling and Todd Reinhart, shareholders (collectively, the "Concerned Shareholders") of Hemostemix Inc. (the "Company"), announced today that they have previously provided notice to the Company of their intention, at the Company's annual general and special meeting of shareholders to be held on September 8, 2016 (the "Meeting"), to propose resolutions for shareholder approval to (i) fix the number of directors on the Company's board of directors (the "Board") at four, as opposed to the number of five proposed in the information circular of the Company dated August 8, 2016 (the "Management Circular") and (ii) elect four directors, including Jed Wood, and three additional new independent directors, to the Board. In addition the Concerned Shareholders intend to oppose the management resolutions to ratify and approve the Company's recently announced advance notice by-law and enhanced quorum by-law. Notwithstanding management's assertions about the purpose of these by-laws, given the timing of and the circumstances surrounding the adoption of these by-laws by the Company, the Concerned Shareholders believe that they were implemented in a calculated attempt to preclude the Concerned Shareholders from putting forth a different group of directors for election to the Board at the Meeting.
DO NOT ALLOW MANAGEMENT AND ITS NOMINEES TO DRIVE THE SHARE PRICE ANY LOWER.
VOTE YOUR BLUE PROXY IN SUPPORT OF THE CONCERNED SHAREHOLDERS FOR A MUCH NEEDED CHANGE IN THE RIGHT DIRECTION.
The Concerned Shareholders believe that the Company's assets hold long-term value. However, the value of Hemostemix common shares (the "Common Shares") has fallen dramatically over time and as a result, the Concerned Shareholders believe that a change to the Company's existing board of directors to add much needed experience, cohesion and expertise, is imperative to unlock the value of Hemostemix's assets and do the necessary work to save Hemostemix.
The Highly Qualified Proposed Nominees
The Concerned Shareholders intend to nominate the four experienced and highly qualified individuals listed below (collectively, the "Proposed Nominees"). The Concerned Shareholders believe that the Proposed Nominees have the experience and qualifications necessary to provide the Company with the leadership, stewardship and oversight required to enhance shareholder value and enable management to advance the Company's interests.
-- Jed M. Wood. Mr. Wood is presently the President and principal of J.M. Wood Investments Ltd. a private investment company. Since 1983, Mr. Wood has been involved with many of J.M. Wood Investments Ltd.'s investments in various respects, including as a director, officer and advisor, notably of Drive Capital Corp., which is a private equity firm based in Red Deer, Alberta, that focuses on small and middle market operating companies. Prior to that time, Mr. Wood was the sole founder of High Arctic Energy Services ("High Arctic") growing High Arctic from a three-employee company into the largest privately-owned well control company in Canada and leading it to become a public company first as High Arctic Energy Services Trust and ultimately as High Arctic Energy Services Inc. Mr. Wood served as the President and Chief Executive Officer of High Arctic from 1993 until 2008. Mr. Wood has five decades of experience in the oil and gas industry including as a consultant for a major oil company where he developed the groundwork for the implementation of underbalanced drilling technology in the early 1980's. He served as a trustee of the predecessor of Gamehost Inc. the Gamehost Income Fund from 2000 to 2004. He also served as a director of Questerre Energy Corporation from 2001 to 2008, and of Flowing Energy Corporation from 2000 to 2002, and of Magnus Energy Inc. from 2005 until its acquisition by Questerre Energy Corporation in 2007. Mr. Wood has also served on the boards of the Petroleum Services Association of Canada (PSAC) and various private companies. Mr. Wood has also served on the restructuring committees for numerous private companies. In 2013, together with Dr. Phillip Bretz, Jed Wood co-founded OncoGen LLC, which operates Visionary Breast Care Centers in Southern California.
-- Allan MacKenzie. Mr. MacKenzie is a successful entrepreneur and private equity investor. In 2006, Mr. MacKenzie founded Octane Venture Partners, a private equity investment company focused on oil and gas technologies in Calgary. Mr. MacKenzie has been the president of Disruptive Ventures, a private equity investment company focused on high technology industries, since 1994. He was the Chief Financial Officer of Quack.com, an Internet start-up that was acquired by AOL for $200 million less than two years after it was founded, having raised only $4.5 million in funding at that stage. Mr. MacKenzie was a co-founder and Executive Chair of Tynt Multimedia which was acquired by 33 Across in 2012. He serves as a chairman of an investment committee of the ROI Fund (Return on Innovation Fund Inc.) which has been one of Canada's best performing LSIF (Labour Sponsored Investment Fund) funds during this time. Mr. MacKenzie graduated from Stanford University with a Bachelor of Science in Engineering degree and a Bachelor of Arts in Economics degree and he graduated from Ivey Business School with an MBA.
-- Bryan Pinney. Mr. Pinney has over 30 years of experience serving many of Canada's largest corporations, primarily in energy, resources and construction. Over his career, Mr. Pinney has had significant leadership experience as well as experience in auditing and financial reporting, operational consulting, mergers and acquisitions assistance, and advisory services. Mr. Pinney was a Partner of Deloitte from 2002 - 2015. Mr. Pinney served as Calgary Managing Partner from 2002 to 2007 and as National Managing Partner of Audit & Assurance from 2007 to 2011. He served as a Partner of Andersen LLP and served as Calgary Managing Partner from 1991 to May 2002. He was a Vice Chairman of Deloitte form 2011 to 2015. He has been an Independent Director of North American Energy Partners Inc. (TSX and NYSE listed) since May 13, 2015 and is an independent director on three private companies. He served as Member of Deloitte's Board of Directors. Mr. Pinney also serves as the Chair of the Board of Governors of Mount Royal University. Mr. Pinney is a past member of the Alberta Securities Commission's (ASC) Financial Advisory Committee. Mr. Pinney is a Chartered Accountant, a Fellow of the Institute of Chartered Accountants, a Chartered Business Valuator and is a graduate of the Ivey Business School at the University of Western Ontario with an honours degree in Business Administration. Mr. Pinney is also a graduate of the Canadian Institute of Corporate Directors.
-- Don Friesen. Mr. Friesen has over 40 years of sales, marketing and entrepreneurial startup experience in a variety of industries including environmental remediation and demolition, heavy equipment sales, molten sulphur trucking and oilfield service. Mr. Friesen was one of two founders of HAZCO Environmental Services Ltd. ("HAZCO") in 1989, which grew from a small environmental service company to over 1,500 employees across western Canada and internationally while diversifying into landfill ownership and operation, demolition and construction services, environmental cleanup and remediation, waste services, and environmental drilling services. HAZCO was known as a Canadian leader in its field and was subsequently purchased in 2004 by the CCS Income Trust ("CCS" the successor of Canadian Crude Separators and the predecessor of Tervita Corporation) where Mr. Friesen continued to serve in a leadership capacity until 2008 including as a trustee of the TSX-listed trust from 2004 to 2007. Prior to selling his interests in and leaving HAZCO/CCS, Mr. Friesen continued his serial entrepreneurial passion through a variety of passive and active investments in a diverse group of business sectors including real estate, oilfield production and service, construction, equipment leasing and financing, retail service and construction. Mr. Friesen currently works with his son collectively managing and growing portfolio of assets of the Friesen Group, a private investment firm. Mr. Friesen has served as the Chief Executive Officer of both Coldstream Helicopters Ltd. and Global Petroleum Marketing Inc. since 2008. Mr. Friesen graduated with a Bachelor of Commerce from The University of Alberta in 1977.
IT IS TIME FOR SHAREHOLDERS TO START REAPING THE BENEFITS OF HEMOSTEMIX'S TRUE VALUE
VOTE YOUR BLUE PROXY TODAY!
Concerned Shareholders' Proxy Circular and Voting
Further information relating to the Proposed Nominees and other important information on voting is set out in the Concerned Shareholders' proxy circular (the "Concerned Shareholders' Circular") that has been mailed to shareholders. The materials have also been filed on SEDAR at www.sedar.com, or they can be requested by contacting the Concerned Shareholders' proxy solicitation agent, Laurel Hill Advisory Group at 1-877-452-7184 toll-free (416-304-0211 collect), or by email at email@example.com.
The Concerned Shareholders urge you to review the Concerned Shareholders' Circular and vote the BLUE proxy form or BLUE voting instruction form (the "BLUE Proxy"), accompanying the Concerned Shareholders' Circular. Shareholders may vote online, by telephone, by fax or any other applicable voting methods set out in the Concerned Shareholders' Circular and voting materials. Do NOT use the proxy or voting instruction form, as applicable, that was included with the Management Circular. Shareholders are urged to discard that proxy or voting instruction form and follow the instructions on the BLUE proxy, and submit it by 12:00 p.m. (MST) on September 6, 2016 in order to ensure that their votes are counted at the Meeting.
If you have already voted using Management's proxy form or voting instruction form but wish to support the Concerned Shareholders, simply vote using the BLUE Proxy. A later dated BLUE Proxy will supersede a previous vote.
About the Concerned Shareholders
Robert Achtymichuk was until very recently, the former Vice President of Business Development of the Company and prior to that was an investment advisor at Wolverton Securities Ltd. engaged with the qualifying transaction resulting in the formation of the Company. Jed M. Wood is the President and principal of J.M. Wood Investments Ltd. ("J.M. Wood") a private investment company. Since 1983, Mr. Wood has been involved with many of J.M. Wood 's investments in various respects, including as a director, officer and advisor, notably of Drive Capital Corp., which is a private equity firm based in Red Deer, Alberta that has tried to support and assist the Company. Jim Brown is the principal of Hemostemix (Asia) Corp., a private independent company based in Taipai, Taiwan that is party to strategic alliance agreements with the Company. The remainder of the Concerned Shareholders are generally retail investors who have grave concerns about the direction of Hemostemix and their investments in it.
The Concerned Shareholders collectively beneficially own or control over approximately 5,832,340 Common Shares, representing approximately 8.68% of its outstanding common shares.
Proxies for the Meeting will be solicited by or on behalf of the Concerned Shareholders pursuant to the Concerned Shareholders' Circular. Proxies may be solicited by mail, telephone or other electronic means, as well as by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable law. The Concerned Shareholders have retained Bennett Jones LLP as their legal advisor and Laurel Hill Advisory Group as their proxy solicitation agent.
Proxies are being solicited and the Concerned Shareholders' Circular is being provided by and on behalf of the Concerned Shareholders, each in his capacity as a shareholder, and is NOT being provided (i) by or on behalf of the Board or the management of the Company or (ii) by or on behalf of any Concerned Shareholder in his capacity as an employee or officer of the Company.
Except as otherwise disclosed in the Concerned Shareholders' Circular or any documents referenced therein, to the knowledge of each of the Concerned Shareholders, none of the Concerned Shareholders, any of the Proposed Nominees or any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.
About the Company
Hemostemix Inc. is a clinical-stage biotechnology company that develops and commercializes innovative blood-derived cell therapies for medical conditions not adequately addressed by current treatments. Its registered office is located at 730, 1015 - 4th Street S.W., Calgary, Alberta.
Further Information or Assistance
For more information or if you require assistance with voting, please contact Laurel Hill Advisory Group, proxy solicitation agent for the Concerned Shareholders, at:
Laurel Hill Advisory Group
Toll Free: 1-877-452-7184
Collect Calls Outside North America: 416-304-0211
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this news release are forward-looking statements. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including, without limitation, risks and uncertainties related to actions taken by the Company or shareholders in connection with the Meeting. No assurance can be given that any of the events or outcomes anticipated by any forward-looking statement will occur.