Parkland pushes back against activist investor demands
CALGARY - A U.S. activist investor has set its sights on Calgary-based Parkland Corp., urging the fuel retailer to consider selling or spinning off its Burnaby, B.C., refinery.
But Parkland is pushing back, announcing late Wednesday that the company's current board and management have the support of its largest shareholder, Simpson Oil Ltd.
Parkland said it has entered into an agreement with Simpson Oil that will give it the right to designate up to two nominees for election to Parkland's board.
Simpson Oil currently owns 19% of Parkland's stock.
"We appreciate the confidence that Simpson Oil has shown in the Parkland team and the company's strategic direction,'' said Parkland board chair Jim Pantelidis in a release. "We look forward to our continued relationship with Simpson Oil, and our mutual confidence and commitment in the long-term strategy and future of our business.''
Parkland's announcement came the same day New York-based Engine Capital LP, which owns about a 2% stake in Parkland, sent a letter to the company's board calling for a shakeup.
READ: Activist invest wants Parkland to focus on convenience and forecourt
In the letter, Engine criticized Parkland for being "unable to translate its advantaged strategic position and quality assets into adequate returns for shareholders,'' and said the company could achieve better performance by becoming a pure-play fuel and convenience retailer and getting rid of non-core assets.
"We are particularly troubled by Parkland's staggering underperformance compared to Canadian convenience retailer champion, Alimentation Couche-Tard,'' Engine managing partner Arnaud Ajdler and partner Brad Favreau wrote, adding the investment fund proposes Parkland sell or spin off its Burnaby refinery as well as its heating oil and propane distribution businesses.
"We are aware of several parties interested in these different assets,'' they wrote.
Parkland purchased the Burnaby refinery - which refines 55,000 barrels per day of crude and synthetic oil into gasoline, diesel, jet fuels and more - from Chevron Canada for $1.5 billion in 2017.
On Wednesday, Parkland acknowledged the receipt of Engine's letter. It said while it continues to work to enhance shareholder value, it is expecting to achieve record adjusted earnings in 2023 and has high confidence it can achieve its goal of reaching $2 billion in adjusted earnings by 2025 without further acquisitions.
"The company appreciates constructive shareholder input and will provide an update in due course,'' Parkland said in its statement.
On the retail side, Parkland is one of the fastest-growing independent fuel suppliers and marketers in North America, with a network of retail service stations across Canada, the Northern U.S. and the Caribbean.
Its On the Run convenience store brand is expected to have more than 1,000 locations by 2024.
Engine is also calling for a refresh of Parkland's board. The activist investor criticized the company for the length of time some board members - including chair Jim Pantelidis - have served, as well as its approach to executive compensation.
But Parkland said Wednesday that directors David Spencer and John Bechtold will not be standing for re-election at the company's upcoming annual general meeting. The company said the decision was made some time ago and is part of Parkland's ongoing board refreshment process.
Engine, which is requesting a meeting with the board, said in its letter that if the board is unwilling to consider its proposals, it should consider a sale of the entire company to either private equity or "strategic buyers.''
On its website, Engine Capital says it launched in 2013 and often engages with management teams and boards of directors to create value for the benefit of all shareholders.
"We are looking for undervalued companies where we understand the reason for the mispricing and where change is occurring to close this value gap,'' the investment fund states.
In a note to clients Wednesday, RBC Capital Markets analyst Luke Davis said he believes that in general, Parkland's major shareholders are aligned with the company's current strategy and "tend to be passive, though the key concerns outlined have been points of contention for select investors and could gain some traction.''
Engine said in its letter to the board that it believes Parkland's stock could be worth around $45 per share, a 55% premium to its recent price.
Parkland shares closed the day up almost 10% at $32.05.
