A group of “dissident shareholders,” seeking farmers’votes to head off a sale of southeastern Saskatchewan’s Weyburn Inland Terminal, will continue its campaign after a brief stop in court.
With 15 days to go before a meeting at which shareholders will vote on the proposed takeover of WIT by Winnipeg grain firm Parrish and Heimbecker, WIT’s board of directors on Thursday published an open letter to shareholders, listing the legal actions WIT has taken to stop what it called “dissident shareholders” from influencing the vote. [Related story]
The dissidents, who have said they hope to keep WIT an independently-held company, organized a town hall meeting in Weyburn on Feb. 4, at which they circulated documents to more than 200 WIT shareholders, asking for proxy votes, which they would use to vote against the sale to P+H. [Related story]
The dissidents claimed at the Feb. 4 meeting to have “ideas” about the future of WIT, but could not discuss them, for fear of triggering a “break fee” as per WIT’s agreement with P+H.
The “break fee” clause requires WIT to pay $4 million to P+H if its board members were to withdraw support for the sale. The dissidents are concerned that if any of them are elected to the WIT board at the next annual general meeting, and any of their publicized ideas are implemented, WIT could be liable for the break fee.
“The board is responsible for the fee, not the Terminal. We didn’t make the breakup clause, but for the sake of the shareholders, we’re going to adhere to it,” said Brent Kosior, a farmer from Griffin and one of the dissidents’ spokesmen.
WIT, in Thursday’s letter, said it recently applied to Court of Queen’s Bench, arguing that the circular the dissidents included with their proxy request “does not provide WIT shareholders with any reasons on which to base their respective decisions on how to vote.”
Queen’s Bench, WIT said, has since ordered the dissidents to circulate “corrected” information — and a letter instructing other shareholders on how to revoke proxy forms.
The dissidents, in a separate statement Friday, said Queen’s Bench has ruled that they can continue to solicit shareholder proxies, along with amended information. The dissidents said they are preparing to mail revised information to shareholders.
“We have options that can be presented,” Kosior said.
WIT’s legal actions, he said, “speak to what we’ve been saying all along. We have to be careful.
“What I can say about our options,” he added, “is that none of them involve selling the company to someone else. All of them are directed toward ensuring WIT can continue to be a strong independent terminal owned by farmers and shareholders.”
WIT’s special meeting of shareholders is scheduled for 1 p.m. on Feb. 28 at Weyburn’s McKenna Hall.
— Leeann Minogue is editor of Grainews at Griffin, Sask.