UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐ Filed
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
Gran Tierra Energy Inc.
(Name of Registrant as Specified In Its Charter)
West Face SPV (Cayman) I L.P.
West Face Capital Inc.
West Face SPV (Cayman) General Partners Inc.
West Face Long Term Opportunities Global
Master L.P.
Gregory A. Boland
Peter Dey
Ryan Ellson
James Evans
Gary S. Guidry
Robert B. Hodgins
Ronald W. Royal
David P. Smith
Brooke N. Wade
Laurence West
Dulat Zhurgenbay
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
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On April 28, 2015, West Face Capital Inc. issued
the following press release:
West Face Capital Presentation Makes the
Case
For New Board at Gran Tierra Energy
Shows
Capabilities of New Directors and CEO to Deliver Shareholder Value
GTE Board Sends Conflicting Messages
on Strategy
TORONTO – April 28, 2015 – West Face Capital Inc. (West
Face) today announced it has filed a presentation for fellow shareholders providing a detailed case for the election of six new
and experienced business leaders to the Board of Directors of Gran Tierra Energy Inc. (Gran Tierra) (NYSE MKT: GTE; TSX: GTE).
The new Board would have a mandate to appoint proven oil and gas
executive Gary Guidry as Gran Tierras new Chief Executive Officer and pursue a new focused strategy.
The
West Face presentation is available by contacting Bruce Goldfarb, Patrick McHugh or Lisa Patel of Okapi Partners at 212-297-0720
or 1-877-796-5274 or info@okapipartners.com.
Okapi is advising West Face.
West Face manages funds that beneficially own approximately 9.8%
of Gran Tierra. West Face believes its proposed new Board, CEO and strategy can revive value creation at the company.
The presentation demonstrates West Faces view that:
- the lack of proper Board oversight has resulted in significant
value loss;
- the current Board has provided ineffectual governance and has not
fostered accountability;
- the current Board has failed to articulate a coherent strategy
for several years;
- the current Board and management have failed to control overhead
costs; and
- the interests of the current Board and the shareholders are not
aligned.
The comprehensive presentation provides analysis of Gran Tierras
high-risk spending outside Colombia which West Face believes resulted in the destruction of an estimated $546 million in value
in four years.
It also shows the missed opportunity to develop the companys
assets in Colombia. While Gran Tierra lost focus, other companies strengthened their positions there.
West Face believes Gran Tierra has significant potential value but
that change is required now to deliver that value to shareholders. The annual meeting is when that change can be made and should
not be delayed past its previously scheduled date of June 24, 2015.
Until the shareholders have been heard, the current Board
should not take any rash actions, said Thomas Dea, Partner at West Face. We encourage fellow shareholders who are
disappointed by the past performance of the Board and concerned about the stewardship of their company, to express those views
directly to the current directors.
West Face will nominate Peter Dey, Gary Guidry, Robert Hodgins,
Ronald Royal, David Smith and Brooke Wade. Further information on the nominees is available in the presentation released today
and the West Face news release and letter to the Board released on April 21, 2015.
More Confusion on GTEs Strategy
West Face also noted further evidence of incoherent strategy and
conflicting messages in Gran Tierras recent press release and investor presentation.
Gran Tierras April 22nd press release stated,
The Company is pursuing a strategy of focusing on its core Columbian properties.
However, Gran Tierras April 25th investor presentation
filed with the SEC notes that more than half of GTEs 2015 capital budget will be spent in Peru and Brazil. The company
further describes Peru as having transformational exploration potential and outlines drilling plans there in 2016
and 2017.
With these inconsistencies within days
of each other, we believe it would be understandable if shareholders were confused about the strategic direction of GTE and concerned
about stewardship of Gran Tierra by the current Board, said Mr. Dea.
In contrast, West Face highlights these same areas in its presentation
and believes they are high-risk, high-cost, and relatively unattractive locations to spend shareholders capital.
About West Face Capital Inc.
West Face Capital Inc. is one of Canadas leading alternative
investment managers. West Face has a seasoned multi-disciplinary investment team, proprietary origination channels, deep sector
expertise and the ability to act on investment targets in domestic and international markets.
Additional Information
West Face SPV (Cayman) I L.P. (West Face SPV) intends
to make a filing with the Securities and Exchange Commission of a proxy statement and an accompanying proxy card to be used to
solicit proxies in connection with the 2015 Annual Meeting of Stockholders (including any adjournments or postponements thereof
or any special meeting that may be called in lieu thereof) (the 2015 Annual Meeting) of the Company. Information
relating to the participants in such proxy solicitation has been included in materials filed on April 21, 2015 by West Face SPV
with the Securities and Exchange Commission pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Stockholders
are advised to read the definitive proxy statement and other documents related to the solicitation of stockholders of the Company
for use at the 2015 Annual Meeting when they become available because they will contain important information, including additional
information relating to the participants in such proxy solicitation. When completed and available, West Face SPVs definitive
proxy statement and a form of proxy will be mailed to shareholders of the Company. These materials and other materials filed by
West Face SPV in connection with the solicitation of proxies will be available at no charge at the Securities and Exchange Commissions
website at www.sec.gov. The definitive proxy statement (when available) and other relevant documents filed by West Face SPV with
the Securities and Exchange Commission will also be available, without charge, by directing a request to West Face SPVs
proxy solicitor, Okapi Partners, at its toll-free number (877) 796-5274 or via email at info@okapipartners.com.
Cautionary Statement Regarding Forward-Looking Statements
The information herein contains forward-looking statements.
Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts
and include, without limitation, words such as may, will, expects, believes,
anticipates, plans, estimates, projects, targets, forecasts,
seeks, could or the negative of such terms or other variations on such terms or comparable terminology.
Similarly, statements that describe our objectives, plans or goals are forward-looking. Our forward-looking statements are based
on our current intent, belief, expectations, estimates and projections regarding the Company and projections regarding the industry
in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and
other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not
rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed
in or indicated by the forward-looking statements.
For more information:
Media Contact:
Lute & Company
John Lute
416-929-5883 ex 222
jlute@luteco.com |
Investor Contact:
Okapi Partners
Bruce Goldfarb
Patrick McHugh
Lisa Patel
212- 297-0720
1-877-796-5274
info@okapipartners.com |
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