Parkland responds to application initiated by Simpson Oil Limited
Parkland Corporation has issued a statement saying it is surprised and disappointed by the application initiated by Simpson Oil Limited (SOL) during what Parkland says is the company’s ongoing, good faith efforts aimed at resolving its differences with SOL.
Parkland adds that it firmly rejects any characterization by SOL that the routine turnover in the management team over the past five years resulted in a material adverse change that would relieve SOL of any of its obligations under the Governance Agreement. This desperate legal maneuvering is without precedent.
"Parkland has worked tirelessly to resolve differences with SOL whose latest actions indicate they are seeking greater influence over our Board than we believe is in the best interests of all our shareholders," says Michael Jennings, chairman of Parkland's Board of Directors.
"Parkland's Board and Management are aligned in defending the Company's rights and the interests of all its shareholders," adds Jennings. "We continue to remain open to a constructive resolution with SOL. We are ready to reengage with SOL at any time and are committed to reaching a resolution that maximizes shareholder value, ensures good governance practices, and protects the rights and interests of all our shareholders."
Parkland says it has worked to resolve differences with SOL, aiming to enhance investor confidence and maximize value for all shareholders. Parkland says in a public statement released to the press that it has made significant strides on several matters of concern to SOL, “including the transition to our new chairman Michael Jennings, and ongoing Board renewal, with three recent new director appointments. To find resolution with SOL, Parkland remains willing to sunset the 2019 Governance Agreement and reappoint two SOL nominees to the board, in order to allow Parkland to continue to execute its strategy without disruption.”
The Governance Agreement was entered into freely by SOL on January 8, 2019, as part of the transaction where Parkland acquired 75% of SOL Investment, resulting in SOL becoming a significant shareholder of Parkland. Governance agreements are a common instrument, where a transaction creates a significant shareholder, designed to assure certainty and stability to the company and help protect the rights of all other shareholders.
