Mount Kellett Sends Open Letter to Shareholders of Baja Mining Corp Urging Them to Vote Their BLUE Proxy
23 Marzo 2012 - 8:52AM
Business Wire
Mount Kellett Capital Management LP (“Mount Kellett”) today sent
the following open letter to the shareholders of Baja Mining Corp.
(TSX: BAJ) (OTCQX: BAJFF) (“Baja”) urging them to vote their
BLUE proxy FOR the addition of
both of Mount Kellett’s nominees to Baja’s board of directors at
the Special Meeting of Shareholders to be held on April 3,
2012.
Dear Fellow Shareholders,
The Special Meeting of Shareholders to be held on April 3 is
rapidly approaching – and how you vote will be critical to your
investment and the future of Baja. We are pleased to note the
significant momentum surrounding our campaign to promote corporate
governance changes at the Baja board and management. In particular,
we point to the strong third-party endorsements of Institutional
Shareholder Services Inc. (“ISS”), the leading independent proxy
advisor, and Robert Moaut, a founder of Baja and the Boleo project
and former Baja board member.
As you may have seen, the ISS report recommended that
shareholders of Baja vote FOR the addition of both of Mount
Kellett’s nominees to Baja’s board of directors, explicitly
outlining the need for change to the Baja board:
“Based on the evidence of problematic
governance practices in the recent past – including exorbitant
equity grants to directors, the CEO's troubling willingness to take
an active role in what is supposed to be a completely independent
Nominating Committee, and the reactive nature of the governance
provisions the board has recently adopted – the dissident has made
a compelling case that change is warranted at the board
level.”
(ISS Proxy Advisory Report for Baja Mining
Corp., March 21, 2012*)
Robert Moaut, one of Baja’s founders and a former director,
wrote an open letter published by the Globe and Mail that expresses
deep misgivings about the past and present conduct of John
Greenslade, the chief executive of Baja AND Catalyst Copper
Corp. Mr. Mouat wrote:
“In the last few years, John has started
putting his interests squarely and significantly ahead of the
interests of Baja Mining.”
(Robert Mouat’s open letter to shareholders
as seen in TheGlobeAndMail.com’s “Former Baja director blasts CEO,
backs dissident,” March 8, 2012*)
We are encouraged by this support. It’s worth noting that
another proxy advisory firm said:
“We acknowledge that Mount Kellett has
identified behavior and practices that should concern shareholders.
These concerns include (i) the CEO's apparent entrenchment, (ii)
the appointment of multiple board members who, while independent in
our view, still are somewhat related to the CEO, (iii) the
potential of pursuing a transaction with another company where the
CEO also serves as CEO, without approval of disinterested directors
or shareholders and (iv) reactive as opposed to proactive
governance improvements”.
(Glass Lewis Proxy Advisory Report for Baja
Mining Corp., March 22, 2012*)
Once again, we urge you to support independent shareholder
representation. Mount Kellett is seeking to elect these two new
independent shareholder nominees to ensure the Baja board acts on
behalf of all shareholders and remains focused on creating
shareholder value.
We thank you for your consideration and look forward to your
support in working to protect the investments and interests of all
Baja shareholders.
Sincerely,/s/ Jonathan FiorelloChief Operating OfficerMount
Kellett Capital Management LP
*Permission to reproduce quotes from third party sources was
neither sought nor obtained.
Mount Kellett urges its fellow shareholders to vote their
BLUE proxy card to elect Mr.
Stephen Lehner and Mr. Lorie Waisberg, two highly qualified,
independent candidates, to the Baja board of directors. Once
elected, Messrs. Lehner and Waisberg will represent a minority of
the board and will work with the other directors to provide
much-needed independent oversight and an owner-driven mindset.
Mount Kellett continues to believe that Giles Baynham and Gerald
Prosalendis – two hand-picked directors who are very much entangled
in Baja’s web of conflicts – should be removed from Baja’s
board.
For more information on how to vote your BLUE proxy, as well as access to other
important materials, please visit www.ShareholdersForBaja.com. If
you have any questions and/or need assistance in voting your
shares, please call Kingsdale Shareholder Services at
1-888-518-1562 or 1-416-867-2272 (collect calls accepted).
About Mount Kellett Capital Management LP
Mount Kellett is a multi-strategy private investment firm
focused on global value, special situations and opportunistic
investing. The firm has approximately 100 employees with offices in
New York, Hong Kong, London, and Mumbai. The firm currently has in
excess of $6 billion in assets under management.
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