Click here to close now.




















Welcome!

News Feed Item

CORRECTION FROM SOURCE: ISS Finds That FrontFour has Made A "Compelling" Case for Some Change at Renegade Petroleum Ltd.

ISS Recommends That Renegade Shareholders Only Vote on FrontFour's Green Form of Proxy or VIF

GREENWICH, CONNECTICUT -- (Marketwired) -- 01/13/14 -- The following corrects and replaces the release sent by FrontFour Capital Group LLC on January 13, 2014 at 7:00 AM ET.

FrontFour Capital Group LLC ("FrontFour") today announced that leading proxy advisory services firm Institutional Shareholder Services ("ISS") has found that FrontFour has made a "compelling" case for change to the Renegade Petroleum Ltd. ("Renegade", or the "Company") board of directors to better shape the strategic review process and turn around the Company. ISS specifically endorses FrontFour nominees Tim Granger and Randy Best for election to the board of directors of Renegade at the upcoming special meeting of shareholders on January 28th, 2014.

ISS recommends that Renegade shareholders only vote on FrontFour's GREEN form of proxy or VIF.

Excerpts from the ISS report follows (the references to "dissident" refer to FrontFour's director nominees):


--  The company has underperformed the S&P/TSX Venture Composite Index by
    approximately 33.7% on a 1- year basis until the unaffected date before
    the dissident announced requisition of the special shareholder meeting.
    The TSR underperformance gap has become larger throughout the year. It
    appears that the TSR performance had not materially improved since the
    strategic review carried out by the special committee.
--  The special committee has implemented some changes since the beginning
    of the strategic review, such as a dividend reduction, non-core asset
    transactions, board and management change, etc...., however, to date it
    appears that the market has not responded well to those special
    committee initiatives as the company's share price has continued
    downward since the launch of the strategic review.
--  Since the dissident has made a compelling case for some change to the
    board to better shape the strategic review process and turn around the
    company... the dissident has met the burden of proving that some change
    on the board is warranted.

ISS further noted that "The stock price deterioration may be largely driven by the loss of investor interest due to the uncertainty facing the company especially given that no permanent senior management team is currently in place. As long as the ongoing uncertainty remains, it may be challenging for the company to obtain a fruitful result from the strategic review process. To help address the above highlighted uncertainty issue, it appears that the dissident has reacted more promptly than the current board in identifying a new qualified senior management team. In addition, certain dissident nominees appear to possess relevant turnaround and transaction experience that may be particularly beneficial to the company at its current turning stage."

FrontFour is also pleased that ISS shared many of our concerns about Renegade's poor human resource strategy and inappropriate governance actions regarding the make-up and size of the board. In its report, ISS specifically notes: "Some of the concerns raised by the dissident regarding the effectiveness of the special committee strategic review appear to have some merit. Those concerns include unclear human resource strategy and the high turnover rate on the board. The lack of a permanent senior management team in place may be, in particular, a cause of concern as it creates uncertainty for investors with respect to the stability of operation and clarity of future strategic direction of the company. Such uncertainty may explain the continued deterioration of the share price. It appears that management has still not identified any suitable CEO candidates though the executive search firm had been hired at the later stage of the game. On the other hand, the dissident has indicated that it has been in discussions with several highly qualified management teams since the summer 2013 and the teams are prepared to be evaluated by a newly aligned nominations committee once in place."

Additionally, ISS concludes:


--  Dissident nominees Tim Granger and Randy Best appear most suited to
    carry out the changes and help turn around the company. Both directors
    appear to have sophisticated experience in the oil & gas industry.
--  Granger's proven track of record in resolving a stressed balance sheet
    may be considered an asset. As reducing the over-leverage on the balance
    sheet is one of the immediate main issues identified by both the current
    board and the dissident, Granger's successful debt reduction experience
    at Compton makes him a strong candidate on the board.
--  Best's combined skill set both in the technical field as a reserves
    engineer and corporate development with proven M&A transaction
    experience may add extra value to both operational side and the current
    strategic review side of the company. His current role as the President
    and Chief Operating Officer of Reserve Royalty Income Trust, a private
    income trust focused on buying and creating oil & gas royalty revenue
    streams, may also help bring some valuable insight in terms of further
    expanding revenue streams of the company.
--  Since the dissident has made a compelling case for some change to the
    board to better shape the strategic review process and turn around the
    company, a vote FOR Removal of Existing Director Steven Sharpe and Jay
    Reid is warranted....

While ISS only recommended two of the FrontFour nominees, given the magnitude of the strategic and governance failures at Renegade confirmed by ISS, FrontFour believes that the presence of only two FrontFour nominees on the board would not be enough to ensure meaningful change at Renegade, especially, in the face of the incumbents conflicts, many corporate governance concerns, lack of accountability and continued strategic missteps. FrontFour continues to believe that to really cause change at Renegade, and remove its conflicted board, more than two of the FrontFour nominees are required and continues to recommend a vote for all of the FrontFour nominees.

FrontFour's Co-Founder & Portfolio Manager, Zachary George stated that, "We are pleased that ISS has concluded that FrontFour has made a compelling case that change is warranted at Renegade. FrontFour remains deeply concerned about Regenade's audit committee given the Company's demonstrated lack of financial controls, as well as the conflicts willingly introduced by Tom Budd and his fellow directors in seeking to have half the directors of Toscana Energy Income Corporation serve on the Board of Renegade. In our opinion, the fact that ISS is recommending change without addresssing these specific critical governance issues in its report speaks volumes. Further, investors should note that even the form of the Tom Budd board's proxy serves as a means of entrenchment. The incumbents' refusal to use a universal ballot prohibits shareholders from using their white ballot to effect any degree of change whatsoever."

FrontFour and its nominees collectively own more than 8% of Renegade Petroleum Ltd. and have a demonstrated track record of value creation. They have the experience, expertise and integrity to act in the best interests of the Company and its shareholders.

The Status Quo Is Not Acceptable

Fellow shareholders should be reminded the very same incumbent directors responsible for the oversight of the loss of hundreds of millions of dollars in equity value still remain on the Renegade board today. The board has initiated a "strategic review" which has been of no benefit to shareholders. This "strategic review" has promised substantial improvements, but none have been demonstrated to date. The incumbent board can NOT be trusted to revitalize the Company and increase shareholder wealth.

To recap the performance of the current board over the past 247 days since the strategic review commenced:


--  Removal of CFO, still no permanent replacement despite 163 days passing
    since the resignation;

--  $19 million asset sale with 15% transaction costs. Value of divestiture
    equal to approximately 3% of proven and probable reserve value;

--  Vice President of Exploitation departs, still no permanent replacement
    after 117 days;

--  CEO and Chairman removed, and there followed three (3) more changes made
    at the board level, all only weeks after the Company's annual general
    meeting;

--  Executive search firm hired 204 days after the strategic review
    commenced;

--  Proxy solicitation firm hired to fight FrontFour at a cost to all
    shareholders;

--  Dilutive asset sale in December for gross $32.5 million - confused
    material disclosures regarding the transactions, misleading
    shareholders. Sale represents approximately 5% of the adjusted proven
    and probable reserve value; and

--  Announces two (2) more director changes, for a total of seven (7)
    alterations to the board within 75 days in an attempt to protect the
    remaining board members that haven't resigned, all in an effort to fight
    FrontFour.

Ownership encourages accountability and stewardship. The current board owns 0.04% of the Company. We struggle to find alignment and incentive.

Renegade continues to portray FrontFour as an opportunistic, short-term investor. This couldn't be further from the truth. Repairing the damage done by the current board will be no easy task and will take considerable time. We are up for the task and our nominees are committed. WE HAVE A PLAN AND A PROVEN TRACK RECORD OF VALUE CREATION.

Hope is Not a Strategy - It's Time for Change

FrontFour would also like to thank fellow shareholders for the strong support received to date and urge shareholders to continue to vote GREEN to put an end to Renegade's current value destruction.

ISS has spoken, now it's time for shareholders to make their voices heard! Vote your GREEN proxy today for meaningful change at Renegade.

Fellow shareholders, we urge you to review FrontFour's circular, and join FrontFour in voting your GREEN proxy for all seven of the FrontFour Nominees. We expect the current Board will continue to attempt to distract shareholders from their abject failure to create shareholder value. The only question before shareholders is to choose between continued disappointment and value destruction, by re-electing the incumbent board, or positive change, by replacing the current board with a New board proposed by FrontFour focused on enhancing value for all shareholders.

Regardless of how many Renegade shares you own, it is imperative you vote your GREEN proxy to put an end to the current board's track record of strategic missteps, weak financial controls, and poor governance.

Even if shareholders have already voted using management's form of proxy, shareholders can still change their vote by voting the GREEN proxy, as only the latest dated proxy will be counted at the meeting. FrontFour encourages shareholders to visit the www.saverenegade.com website and vote the 12-digit control number found on your GREEN proxy FOR FrontFour, no later than 5:00 p.m. (Calgary time) on January 23rd, 2014.

For more information or assistance in voting your GREEN proxy, contact CST Phoenix Advisors toll-free at 1-866-822-1237 or by email at [email protected].

About FrontFour Capital Group LLC

Founded in 2006, FrontFour is an investment management company with offices in Greenwich, Connecticut and Toronto, Ontario.

Notice To United States Shareholders

This solicitation of proxies is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, this solicitation is made in the United States with respect to securities of Renegade in accordance with Canadian corporate and securities laws and this press release has been prepared in accordance with disclosure requirements in Canada. Shareholders in the United States should be aware that these Canadian requirements are different from the requirements applicable to proxy statements under the U.S. Exchange Act.

Forward-Looking Statements And Information

Certain statements contained in, attached to or incorporated by reference in this press release, constitute forward-looking statements. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to Renegade or FrontFour are intended to identify forward-looking statements. Such statements reflect FrontFour's current views and intentions with respect to future events as well as assumptions made by and information currently available to FrontFour, and are subject to certain risks and uncertainties. Although FrontFour considers these assumptions to be reasonable based on the information currently available to it, many factors could cause the actual results, performance, actions or achievements of Renegade or others that may be expressed or implied by such forward-looking statements to materially differ from those described herein should one or more of these risks or uncertainties materialize. Such factors include, but are not limited to, economic, business, competitive and regulatory factors. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained herein are expressly qualified by this cautionary statement and are made as of the date of this press release. Except as expressly required by law, FrontFour does not intend, and disclaims any intention or obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
In their session at 17th Cloud Expo, Hal Schwartz, CEO of Secure Infrastructure & Services (SIAS), and Chuck Paolillo, CTO of Secure Infrastructure & Services (SIAS), provide a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. In his role as CEO of Secure Infrastructure & Services (SIAS), Hal Schwartz provides leadership and direction for the company.
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. In his session at 15th Cloud Expo, Michael Meiner, an Engineering Director at Oracle, Corporation, analyzed a range of cloud offerings (IaaS, PaaS, SaaS) and discussed the benefits/challenges of migrating to each offe...
SYS-CON Events announced today that the "Second Containers & Microservices Expo" will take place November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his session at 17th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Partnerships at Com...
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
Scrum Alliance has announced the release of its 2015 State of Scrum Report. Almost 5,000 individuals and companies worldwide participated in this year's survey. Most organizations in the market today are still leading and managing under an Industrial Age model. Not only is the speed of change growing exponentially, Agile and Scrum frameworks are showing companies how to draw on the full talents and capabilities of those doing the work in order to continue innovating for success.
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...
Between the compelling mockups and specs produced by your analysts and designers, and the resulting application built by your developers, there is a gulf where projects fail, costs spiral out of control, and applications fall short of requirements. In his session at @DevOpsSummit, Charles Kendrick, CTO and Chief Architect at Isomorphic Software, presented a new approach where business and development users collaborate – each using tools appropriate to their goals and expertise – to build mocku...
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
SYS-CON Events announced today that VividCortex, the monitoring solution for the modern data system, will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The database is the heart of most applications, but it’s also the part that’s hardest to scale, monitor, and optimize even as it’s growing 50% year over year. VividCortex is the first unified suite of database monitoring tools specifically desi...
Graylog, Inc., has added the capability to collect, centralize and analyze application container logs from within Docker. The Graylog logging driver for Docker addresses the challenges of extracting intelligence from within Docker containers, where most workloads are dynamic and log data is not persisted or stored. Using Graylog, DevOps and IT Ops teams can pinpoint the root cause of problems to deliver new applications faster and minimize downtime.
As Marc Andreessen says software is eating the world. Everything is rapidly moving toward being software-defined – from our phones and cars through our washing machines to the datacenter. However, there are larger challenges when implementing software defined on a larger scale - when building software defined infrastructure. In his session at 16th Cloud Expo, Boyan Ivanov, CEO of StorPool, provided some practical insights on what, how and why when implementing "software-defined" in the datacent...
Learn how you can use the CoSN SEND II Decision Tree for Education Technology to make sure that your K–12 technology initiatives create a more engaging learning experience that empowers students, teachers, and administrators alike.
Mobile, social, Big Data, and cloud have fundamentally changed the way we live. “Anytime, anywhere” access to data and information is no longer a luxury; it’s a requirement, in both our personal and professional lives. For IT organizations, this means pressure has never been greater to deliver meaningful services to the business and customers.
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.