NEW YORK, June 13, 2014 /PRNewswire/ -- Lone Star
Value Investors, LP, a significant shareholder of Antares Energy
Limited (ASX: AZZ) (OTC: AZZEF), is seeking the removal of two of
the current executive directors of Antares and the election of five
new independent and highly-qualified directors to the Board at a
meeting of the shareholders to be held on 22 July.
"We see an enormous opportunity to enhance value for all Antares
shareholders and the first step to unlocking this value is
enhancing Antares' Board of Directors with the independence and
skills needed to get the job done. However, in the meantime, the
current Board should refrain from any and all material decisions
until the General Meeting is held" said Lone Star Value founder and
one of the candidate directors to the Antares Board of Directors,
Jeff Eberwein.
Lone Star Value criticised Antares CEO James Cruickshank for failing to adhere to ASX
best practices guidelines following his recent comments in an
interview in the press and at a sparsely attended annual general
meeting revealing that the Company may be in talks with an
interested party for the sale of its Southern Star asset and that
it may be considering options for joint ventures for Northern Star
and Big Star. Lone Star Value believes this improper disclosure is
yet another indication that Antares' Board oversight needs to be
strengthened.
Lone Star Value has called on Antares to provide details about
the potential sale to ASX.
"While we are pleased that Mr. Cruickshank agrees with us on the
benefits of monetising and developing the Permian Basin assets with
more established partners, we do not think a Board dominated by the
CEO and his employees should be allowed to lead this process," Mr
Eberwein said.
"Consistent with its past practices, Antares has provided only
scattered information about its potential strategic opportunities
in the Permian, far short of fulsome disclosure shareholders should
expect (or ASX best practices advocate). We fear Mr. Cruickshank
and his fellow directors are attempting to keep their positions on
the Board by making vague promises to shareholders that
value-realisation is just around the corner.
"The current Board needs to be enhanced for the full value of
Antares' assets in the Permian Basin to ever be maximised. In our
view, the current Board does not have the expertise to run a
successful sales process with sophisticated counterparties in the
Permian Basin, especially given the sparse Permian Basin experience
of the incumbent directors and lack of relevant M&A experience,
legal experience, or oil & gas financial experience. Lone Star
Value has proposed a robust strategic alternative review process as
the key plank to the future of Antares - to be led by an
independent Board that has the relevant experience, industry
connections, regional knowledge, and a clear commitment to
shareholder rights and value."
In criticising the current Board structure of three executives
and only one independent director, Lone Star Value stated that Mr.
Cruickshank has impaired shareholder value and Board independence
by concentrating all critical decision-making power through his
combined role as the Executive Chairman of the Board, Chief
Executive Officer, Managing Director, and a member of the Audit
& Compliance Committee and Remuneration Committee.
"In our view, this Board is deeply entrenched," Mr. Eberwein
said. "We are disappointed that the Board rejected our offer to
hold a meeting at our expense and instead insisted on a meeting
that gives them greater control but for which all shareholders must
pay. They have also refused to include in the agenda a proposal
that would invalidate any unilateral appointments to the Board they
make prior to the general Meeting which may make the shareholders
selection of their representatives on the Board less impactful. We
believe that these entrenchment tactics and poor corporate
governance are major reasons Antares shares trade at such a large
discount to their intrinsic value and why Antares has
underperformed its Permian Basin peers."
Lone Star Value made note that its candidates have deep
experience in a broad range of areas, and are all independent and
are not receiving any outside remuneration from Lone Star Value.
"Naturally, I am compensated for my employment with Lone Star Value
but not for serving as its director candidate. In fact, it is our
intention that should our candidates be elected, overall Board
compensation will remain the same despite an increase in Board
numbers. Our Board nominees' interests are fully aligned with all
shareholders and our nominees have only one goal – to maximise
value for the benefit of all shareholders of Antares." Mr. Eberwein
said.
Lone Star Value urged all Antares shareholders to read carefully
the materials that Lone Star Value is mailing to them today as
those materials contain important information. Lone Star Value
called on shareholders to vote on its blue and white proxy card to
improve the Board of Antares.
Lone Star Value contact:
Jeffrey E. Eberwein
Lone Star Value Investors, LP
+1.203.542.0235
Media enquiries please contact:
John Hurst
Cannings Corporate Communications
+61 418 708 663
SOURCE Lone Star Value Management, LLC