Leading Independent Advisory Firm Recommends HudBay Shareholders Vote Against SRM's Resolution
Market Wire, March, 2009
HudBay Minerals Inc. ("HudBay", "the company") (TSX: HBM) announces that Glass Lewis & Co., a leading independent proxy advisory firm owned by Ontario Teachers Pension Plan and whose recommendations are relied upon by hundreds of clients worldwide, formally recommends that shareholders vote against SRM Global Master Fund Limited Partnership's ("SRM") resolution to remove HudBay's current board of directors.
In recommending that HudBay shareholders vote AGAINST SRM's resolution, Glass Lewis states that:
- "We are concerned that the replacement of the entire board is a drastic step that could disrupt the board and/or management's operations, depriving the Company of much-needed leadership amid a major financial downturn."
- "Further, we are concerned that the Dissident has failed to outline a substantial strategic plan for improvement at the Company, other than appointing Dissident nominee (Peter) Jones as CEO. Instead, the Dissident reports that such a plan could only be finalized after the Dissident nominees were elected to the board and provided with access to requisite information regarding the Company. As such, we do not believe the Dissident has provided any reason to believe that its own strategy would yield better results for the company's performance than management's current strategy."
- "In our view, giving the Dissident one or two seats on the board (out of a total of eight board seats) would be more appropriately aligned with the Dissident's equity interest in the Company."
- "We believe that incumbent management, with access to more and better information regarding the company, should be given the benefit of the doubt regarding strategic business directions."
Glass Lewis & Co. concluded that:
- "...the removal of the entire board at this time could potentially disturb the Company's operations and have a detrimental impact on shareholder value. Accordingly, we recommend that shareholders vote AGAINST this proposal on the Company's BLUE proxy card."
"We are pleased that Glass Lewis & Co., after a careful review of the facts, supports our position that shareholders vote against the SRM resolution," said Colin K. Benner, Interim CEO of HudBay Minerals. "This independent recommendation reaffirms our belief that we have the right strategy to create value for all of our shareholders. We urge all HudBay shareholders to vote their blue proxy against the SRM resolution to prevent its hand-picked slate of nominees from seizing control of your company."
HudBay further announces that it has made available an updated presentation that refutes SRM's claims and raises additional questions about the foreign hedge fund's ongoing motives in its attempt to acquire control of HudBay. The presentation is posted to the company's website at www.hudbayminerals.com .
SRM's circular relies on half-truths, innuendo and selective disclosure of the facts to further mislead HudBay's shareholders. For example SRM criticizes HudBay's acquisition of Skye Resources Inc. ("Skye"), even though SRM supported the transaction when it was announced. In fact, SRM went so far as to advocate for support of the transaction on management's behalf, as noted in correspondence between SRM and HudBay:
"Our line is that the (Skye acquisition) is a good move for the company and we support the growth strategy."
- A June 24, 2008 email from SRM to HudBay.
"We fully support the Company's highly accretive actions in the development of Laylor (sic) Lake, further exploration in the Flin Flon belt and the acquisition of Skye's Fenix Nickel Project in Guatemala."
- A July 30, 2008 letter from SRM to HudBay.
Although SRM claims to advocate for shareholders, this is little more than posturing. Unlike SRM, HudBay's current Board of Directors is committed to governance leadership in Canada. It plans to introduce amendments to the Company's bylaws that address shareholder concerns and enhance its governance practices. SRM has made no such commitment.
In addition, SRM's circular selectively quotes from GMP Securities LP's ("GMP") evaluation of HudBay's now-terminated acquisition of Lundin Mining Corporation, but neglects to inform shareholders that the results quoted in the circular were from "stress test" scenarios requested by HudBay's Board of Directors. The "stress test" was intended to assess the ability of the combined company to weather an extended period of depressed base metal prices in a prolonged economic downturn. What SRM fails to mention is that the results using consensus expectations support GMP's fairness opinion. SRM goes on to suggest that GMP was unable to render a valid opinion as it did not have access to enough information about HudBay, an allegation that is blatantly false. HudBay disclosed to GMP all information relevant to its fairness opinion.
HudBay believes SRM still has not been forthright and transparent about its true intentions for the company. SRM rejected HudBay's compromise offer of two board seats, which is completely reasonable for a 10% shareholder. HudBay's only condition in making this offer was that SRM would effectively agree to cease its hostilities towards HudBay. HudBay's current Board of Directors continues to believe SRM's objective is to gain control of HudBay without compensating the company's shareholders.
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