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ISS Acknowledges Role of Concerned Shareholders In Driving Change at Sherritt

HALIFAX, April 21, 2014 /CNW/ - The Concerned Shareholders of Sherritt International Corporation ("Sherritt") today advised fellow shareholders that proxy advisory firm Institutional Shareholder Services Inc. ("ISS") has confirmed the Concerned Shareholders' stated view that they are responsible for positive changes at Sherritt.

Referring to the Concerned Shareholders as "the dissident" in a report issued today, ISS says:

"Management has demonstrated a high level of shareholder responsiveness since the debut of the dissident, and a number of positive governance changes particularly with respect to the director compensation have been implemented as the result of the shareholder engagement."

This "shareholder responsiveness" is the result of actions of the Concerned Shareholders.

The Concerned Shareholders note that Sherritt's Board had taken no steps in improving corporate governance or strategy before being approached by Clarke Inc., the leader of the Concerned Shareholders in 2013. The Board has yet to take action on improving its capital allocation, cost control and improvement to executive management. Further, the Board refuses to acknowledge the need for greater shareholder representation.

Given what the Concerned Shareholders have achieved even without representation on the Board, they ask fellow shareholders to consider what could be achieved with three new directors acting on behalf of all shareholders.

Shareholders can maintain the momentum for improvement by voting the GREEN  proxy to support the Concerned Shareholder nominees to the Board of Directors and their four Shareholder Proposals before Sherritt's Annual and Special Meeting to be held on May 6, 2014.

The Concerned Shareholders strongly disagree with the ISS finding that change is not warranted at Sherritt and believes it is based on using inappropriate companies as a peer group for comparison. The peers used to compare performance include smaller, pure-play nickel companies, which Sherritt is not.  In 2013, only 28% of Sherritt's revenue, and only 12% of EBITDA, was from metals. More than half its EBITDA was derived from oil and gas. Sherritt should be considered a resource conglomerate and the peers used by ISS are not.  Similarly, the group used to compare compensation was provided by Sherritt and are not, in fact, comparable. 

ISS also subtracts from director compensation the $150,000 annual payments to each director paid as compensation for purported restrictions on travel to the United States under the Helm-Burton Act. It also excludes retirement payments. These are real costs to shareholders and should clearly be included in total compensation.

Further, ISS does not address the fact that Sherritt's Information Circular and form of proxy are deliberately misleading. The Company proxy that ISS recommends using does not even include the names of all the Concerned Shareholder nominees. This is an obvious abuse of corporate democracy, since shareholders cannot use the Company's proxy to vote for all the nominees.

The Concerned Shareholders' case for change and the addition of true shareholders representation to Sherritt's Board is clear:

  • Sherritt's return, with dividends reinvested, was a loss of 55% for the three years prior to the Concerned Shareholders filing the requisition for a special meeting.
  • The interests of the Board and management are not aligned with the interests of shareholders. The Board and management own less than 0.25% of the Company's common shares.
  • The compensation the Board pays itself is excessive, at an average of $362,000 for each current director, and inappropriate, since it is largely in cash. There is virtually no incentive to create shareholder value, and the inevitable result has been dismal operating and share price performance.
  • The Board of Sherritt continues to support an unqualified and unsuccessful CEO despite clear evidence of failure.
  • Sherritt's record of capital allocation is very poor and it has had to write off $717 million, or $2.41 per share, in the past five years.
  • The Board and management  have made no effort to control climbing overhead and operating costs.
  • Sherritt lacks a clearly articulated corporate strategy and the Board itself acknowledges that in late 2013, only 5% of its shareholders believed the Board had successfully communicated any strategy.
  • Although Sherritt describes nickel as a core feature of the Company's development, the Board is completely lacking in expertise in nickel. The Concerned Shareholder nominees offer that expertise, as well as experience in large international construction and infrastructure projects. They also provide proven entrepreneurial drive and shareholder value creation.  

Earlier today, the Concerned Shareholders posted a comprehensive presentation on the need for positive change at Sherritt at their website www.SaveOurSherritt.com. The presentation provides details of their three experienced and highly qualified nominees to the Board and the value-creating steps its nominees would recommend to the majority of the Board after election.

The complete Concerned Shareholders Information Circular can also be downloaded at www.SaveOurSherritt.com and www.sedar.com.

Sherritt shareholders are advised to vote using the GREEN form of proxy that accompanies the Concerned Shareholders' Circular. They should disregard any proxy sent by Sherritt management and, even if they have voted a blue management proxy, they have the right to change their vote using a later-dated GREEN proxy. Only the last-dated proxy is counted.

In order for the GREEN proxy to be counted, it must be submitted consistent with the instructions on the proxy and must be received no later than 5:00 p.m. Toronto time on Thursday May 1, 2014.

Discard the blue proxy. Vote only the GREEN proxy for positive change at Sherritt.

Sherritt shareholders with questions can call 1-800-294-3174 or visit our website at www.SaveOurSherritt.com for more information.

About the Concerned Shareholders of Sherritt

Members of the Concerned Shareholders of Sherritt have been investors in the Company since May 2011. They are led by Halifax-based Clarke Inc. which invests in a variety of private and publicly-traded businesses and participates actively where necessary to enhance performance and increase the return to shareholders. Clarke's securities trade on the Toronto Stock Exchange (CKI; CKI.DB.A); for more information about Clarke, please visit the website at www.clarkeinc.com.

Statements Regarding Forward-Looking Information

This news release may contain forward-looking statements or forward-looking information within the meaning of applicable securities laws, including, without limitation, in respect of Clarke's and Sherritt's priorities, plans and strategies for Sherritt and Sherritt's anticipated financial and operating performance and prospects. All statements and information, other than statements of historical fact, included or incorporated by reference into this Circular are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that Clarke expects or anticipates may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof.

We caution readers of this news release not to place undue reliance on forward-looking statements and information contained in the news release, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements or information. Sherritt's shareholders are cautioned that all forward-looking statements and information involve risks and uncertainties, including those risks and uncertainties detailed in Sherritt's continuous disclosure and other filings with applicable Canadian securities regulatory authorities, copies of which are available on SEDAR at www.sedar.com. We urge you to carefully consider those factors.

The forward-looking statements and information contained in this news release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and information included in this news release are made as of the date hereof and Clarke undertakes no obligation to publicly update such forward-looking statements or information to reflect new information, subsequent events or otherwise, except as required by applicable laws.

Additional Information

Sherritt has announced that it will hold its annual meeting of shareholders on May 6, 2014. The Concerned Shareholders' nominees will be considered for election at that meeting. The Concerned Shareholders filed a Circular on April 9, 2014, together with a GREEN proxy or voting instruction form. SHAREHOLDERS OF SHERRITT ARE URGED TO READ THE CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the Circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling the Concerned Shareholders' proxy solicitor, CST Phoenix Advisors at 1-800-294-3174.

SOURCE Clarke Inc.

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