TORONTO, April 28, 2016 /CNW/ – Smoothwater Capital Corporation (“Smoothwater”) announced today that it acquired on April 28, 2016, through the facilities of the OTC Bulletin Board, ownership of 2,502,700 common shares of Alberta Oilsands Inc. (“AOS”) (representing approximately 1.18% of the issued and outstanding common shares of AOS) at an average price of US$0.0925 per share. After giving effect to this purchase, Smoothwater now owns an aggregate of 29,267,099 common shares of AOS, representing approximately 13.80% of the issued and outstanding common shares of AOS.
Walied Soliman (“Soliman”), a private investor, may be considered to be acting jointly or in concert (within the meaning of applicable Canadian securities legislation) with Smoothwater in respect of AOS common shares. Soliman currently owns and/or exercises control over 4,014,000 common shares of AOS, representing approximately 1.89% of the outstanding common shares of AOS.
Smoothwater and Soliman together currently own and/or exercise control over 33,281,099 common shares of AOS, representing approximately 15.70% of the issued and outstanding common shares of AOS.
On February 17, 2016, Smoothwater sent a letter (the “February Letter“) to the board of directors of AOS (the “Board”) which is available at www.smoothwatercapital.com. In the February Letter, Smoothwater stated, among other things, that AOS would be best served by an expeditious distribution of its cash balance (the “Dividend Plan”) if no transaction acceptable to shareholders was announced by April 15, 2016.
Board Delays AGM to Last Possible Date
On March 28, 2016, Smoothwater filed a requisition for a special meeting of shareholders to be held by May 30, 2016 to replace three members of the board of directors who do not hold a material number of shares with Smoothwater nominees.
On April 15, 2016, the Board called an annual and special meeting of shareholders on September 23, 2016, the latest possible date allowable under TSX Venture rules (the “2016 AGM”). Smoothwater believes the Board’s decision to very significantly delay the 2016 AGM is destructive to shareholder value due to continued and unnecessary overhead costs and is against the interests of an overwhelming number of shareholders.
Smoothwater continues to call on the Board to advance the 2016 AGM to no later than June 15, recognizing the logistics and regulatory timeframes required to call the meeting.
Any Transaction Would Require Shareholder Approval
Smoothwater reiterates its view that any significant transaction in this particular situation requires shareholder approval and that the board would be acting in an oppressive manner if it unilaterally proceeds with a transaction, including by using all or substantially all of the cash assets of the corporation and/or by issuing shares in consideration for an acquisition.
Smoothwater Requests Incumbent AOS Board to Take Immediate Actions
On April 28, 2016, Smoothwater sent a letter to the Board (the “April Letter”), which is available at www.smoothwatercapital.com. In the April Letter, Smoothwater requested the Board to:
Each of Smoothwater and Soliman acquired common shares of AOS for investment purposes and may, from time to time, on an individual or joint basis, acquire additional securities of AOS, dispose of some or all of the existing or additional securities it, he or they holds or will hold, or may continue to hold its, his or their current position. If the objectives for AOS set out by Smoothwater in the April Letter are not achieved within a reasonable timeframe, Smoothwater and/or Soliman may, from time to time, on an individual or joint basis, take such actions as it, he and/or they considers necessary or desirable to pursue such objectives, subject to applicable law.
For more information and updates, including a copy of this press release, the related early warning report, February Letter, Requisition and April Letter please visit www.smoothwatercapital.com.
This news release is issued pursuant to the early warning requirements of applicable Canadian securities laws. Smoothwater will file early warning reports in accordance with applicable securities laws, copies of which will be available on SEDAR at www.sedar.com or upon request to Smoothwater.
About Smoothwater Capital:
Smoothwater Capital Corporation is a leading Canadian activist investor, focusing on investing in small to midcap Canadian public companies where there is an identifiable path to significantly improve shareholder value. Smoothwater works to effect change in targeted companies, often collaboratively with institutional and other like-minded investors who hold material positions but are not able to take on the time consuming and costly activist role.
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