The Time Is Now to Save Your Investment and Change Is the
Only Option
- Daniel Russell and the Concerned
Shareholders of Synex International, holding or with the support of
approximately 46% of the issued and outstanding shares, will bring
much needed change to the Board of Synex International by
nominating five highly qualified individuals to replace entrenched
incumbent directors
- The entrenched directors have continuously destroyed
shareholder value and ignored the concerns brought forth by
Daniel Russell and the Concerned
Shareholders, choosing to waste valuable shareholder resources in a
proxy contest rather than engaging constructively to arrive at an
amicable resolution to the much needed Board change
- Over the past 5 years, the TSX has returned 47% while Synex has
returned -5.65%
VANCOUVER, Oct. 3, 2017 /CNW/ - Daniel Russell, a director and the single
largest shareholder of Synex International ("Synex" or the
"Company"), along with other Concerned Shareholders, today
announces that shareholders are urged to question the extraordinary
actions taken by the President of Synex, Greg Sunell, to entrench his position as the
President and as director of Synex at the expense of shareholders
and the best interests of the Company. His questionable actions
were deliberately taken immediately in advance of the filing of
materials related to the Annual General Meeting of Shareholders
scheduled for November 3, 2017 (the
"Meeting").
Under the leadership of Mr. Sunell, the Company's share price
has remained stagnant as management remains unable to deal with the
strategic realities of the changing landscape. Rather than address
the self-inflicted issues that plague the Company and make it a
laggard in the industry, the entrenched directors have engaged in
activities that work to further entrench themselves, shield Mr.
Sunell from appropriate scrutiny and maintain majority control over
the Board. The hasty appointment by the entrenched directors of a
wholly unnecessary seventh director this past week for a company of
Synex's size only proves to further the narrative that they do not
seek to increase shareholder value and work towards effective
change, but only to strengthen their entrenched position.
Daniel Russell has repeatedly
attempted to work constructively with the Board and the Special
Committee formed when he raised the need for change. It is
clear from discussions that the Board is not open to making the
necessary changes and instead, prefers to maintain the status quo
that has proved destructive for many years. He has now been left
with no choice but to replace the entrenched directors to protect
the interests of fellow shareholders.
"The role of a Board is to provide stewardship and oversight for
the Company and shareholders, not to obtain personal gain. I refuse
to stand by and watch as this Board insulates itself from the will
of the shareholders," Mr. Russell said. "The absurd addition of a
seventh, unqualified director to a $15M market cap company that has less than 15
employees was the last straw."
This pattern of serial value destruction must come to an end,
and to do so, Daniel Russell is
proposing a slate of directors that bring a wealth of experience
far superior than the entrenched directors possess and a detailed
plan for the Company which will streamline and focus the business,
creating value for all shareholders. Further information will be
included in an information circular (the "Information
Circular") that will be mailed to shareholders in due
course.
Shareholders have a clear choice: Choose a new board to improve
the performance of your investment, and refuse to settle for
continued underperformance and an entrenched board that will keep
Synex on the wrong track.
To oversee the implementation of a repositioning plan for the
Company, Daniel Russell is
nominating the following qualified individuals who have a range of
experience that is relevant to Synex:
Daniel Russell
Daniel Russell is the President
and Chief Executive Officer of Russell Industries Corp., a company
which provides custom engineered solutions, manufacturing and field
services to various market segments, including, power generation,
mining, nuclear and marine. Mr. Russell is also a current director
of Synex. Mr. Russell holds an MBA from McMaster University and a Bachelor of Arts in
Administrative Commercial Studies from Huron University College.
Daniel Russell is a hands on
operator and self made entrepreneur with a group of companies
employing hundreds of tradesmen from coast to coast.
Tanya DeAngelis
Tanya DeAngelis is the General
Counsel of Russell Industries Corp., a company which provides
custom engineered solutions, manufacturing and field services to
various market segments, including, power generation, mining,
nuclear and marine. Ms. DeAngelis is a current director of
Synex and its former chair and corporate secretary. Ms.
DeAngelis holds Bachelor of Laws degrees from each of the
University of Nottingham and the University of
Windsor as well as a Bachelor (Honours) of Arts from the
University of Western Ontario.
Cecilia Tam (Independent
Nominee)
Cecilia Tam is a Senior Energy
Analyst at the International Energy Agency ("IEA"), where she has
led the IEA's research on clean energy finance, deployment and
innovation. Previously, Ms. Tam was a Special Advisor at the Asia
Pacific Energy Research Centre and a Senior Equity Research Analyst
with Dresdner Kleinwort Benson. Ms. Tam holds a Masters of
Industrial Economics from the Université Paris-Dauphine and a
Bachelor (Honours) of Economics and Art History from Queen's
University.
Richard McGivern (Independent
Nominee)
Richard McGivern has over 29
years of experience in power generation, transmission and
distribution, bridge, viaduct and tunnel construction. Mr. McGivern
is the managing director of the Vancouver based Surespan Group. Surespan has
experience as an independent power producer in BC, and has existing
capabilities in heavy structural erection, structural and civil
design, civil construction, and its ability to quickly mobilize it
specialized construction equipment, and has a history working with
First Nations Communities and contractors, and its strong
relationships with sub-trades. Mr. McGivern qualified from the
Southampton Institute of Technology in civil engineering and earned
a certificate in business management from the Aston University
School of Business.
David Schincariol (Independent
Nominee)
David Schincariol is an Executive
Advisor at the Business Development Bank of Canada where he advises executive officers
across Canada on growth
opportunities, strategic direction and action plan development. Mr.
Schincariol is also a managing partner of Maremonte Group Ltd.,
which provides similar advice to executive officers and business
owners. Previously, Mr. Schincariol served as Chief Financial
Officer at FEED Engineering Inc. and Aethon Technologies. Mr.
Schincariol holds an MBA from the University
of Toronto and a Bachelor of Science from the University of Toronto. Mr. Schincariol is also a
designated Chartered Professional Accountant (CPA, CMA), a
certified Project Management Professional (PMP) and a Certified
Management Consultant (CMC).
Daniel Russell has retained
Dentons Canada LLP as legal counsel, and Kingsdale Advisors as his
strategic shareholder advisor and proxy solicitation agent.
ADDITIONAL INFORMATION
The information contained in this press release does not and is
not meant to constitute a solicitation of a proxy within the
meaning of applicable securities laws. Although the Meeting is
scheduled for November 3, 2017,
shareholders are not being asked at this time to execute a proxy in
favour of the nominees set forth above or any other resolution set
forth in the notice of meeting delivered by the Company. In
connection with the Meeting, Daniel
Russell intends to file the Information Circular in due
course in compliance with applicable securities laws.
Notwithstanding the foregoing, Daniel
Russell is voluntarily providing the disclosure required
under section 9.2(4) of National Instrument 51-102 – Continuous
Disclosure Obligations in accordance with securities laws
applicable to public broadcast solicitations.
This press release and any solicitation made by Daniel Russell in advance of the Meeting is, or
will be, as applicable, made by Daniel
Russell, and not by or on behalf of the management of the
Company. All costs incurred for any solicitation will be borne by
Daniel Russell, provided that,
subject to applicable law, Daniel
Russell may seek reimbursement from the Company for his
out-of-pocket expenses, including proxy solicitation expenses and
legal fees, incurred in connection with a successful reconstitution
of the board of directors of the Company.
Daniel Russell is not soliciting
proxies in connection with the Meeting at this time and
shareholders are not being asked at this time to execute proxies in
favour of Daniel Russell (in respect
of the Meeting) or any other resolution set forth in the notice of
meeting. Any proxies solicited by Daniel
Russell will be solicited pursuant to the Information
Circular sent to shareholders of the Company after which
solicitations may be made by or on behalf of Daniel Russell, by mail, telephone, fax, email
or other electronic means, and in person by Daniel Russell or any proxy advisor that
Daniel Russell may retain.
Any proxies solicited by Daniel
Russell in connection with the Meeting may be revoked by
instrument in writing by the shareholder giving the proxy or by its
duly authorized officer or attorney, or in any other manner
permitted by law and the articles of the Company. None of
Daniel Russell or, to his knowledge,
any of his associates or affiliates, have any material interest,
direct or indirect, by way of beneficial ownership of securities or
otherwise, in any matter proposed to be acted on at the Meeting,
other than the election of directors to the board.
The Company's principal business office is 400 - 1444 Alberni
Street, Vancouver, British
Columbia, Canada, V6G 2Z4. A copy of this press release may
be obtained on the Company's SEDAR profile at www.sedar.com.
SOURCE Daniel Russell