NEW YORK, July 15, 2014 /PRNewswire/ -- Leading
independent proxy voting advisory firm Glass Lewis & Co., LLC
("Glass Lewis") has recommended that shareholders of Antares Energy
Ltd (ASX: AZZ) (AZZEF) vote FOR the election of four Lone Star
Value independent director candidates at the 22 July General
Meeting and to remove two employee directors from the Board.
Glass Lewis' strong endorsement of Lone Star Value's campaign to
revitalise the Antares Board follows a favorable recommendation by
the other leading proxy advisory firm, Institutional Shareholders
Services ("ISS"), last week, which also expressed strong support of
Lone Star Value's slate.
Glass Lewis' recommendation comes on the heels of recent
comments by CEO James Cruickshank
claiming shareholder value creation at Antares. These
claims are not only misleading in Lone Star Value's view, but also
were clearly found unsubstantiated or unpersuasive by both Glass
Lewis and ISS. When James Cruickshank was appointed director
on 8 October 2004, Antares was
trading at $0.61. On 5 May 2014, the date on which Lone Star Value
announced its intention to requisition a General Meeting, Antares'
share price had fallen to $0.435 –
a 28.7% loss for investors during his directorship. In
addition, contrary to Cruickshank's claims, Antares failed to meet
its own openly publicised targets, "of realising a share price of
$1.00 by 31st
December 2011, $1.50 by
31st December 2012 and $2.00 by 31st December
2013." (See Antares Energy Limited, 31 Oct. 2011 ASX/News Release).
In making its recommendation for change at Antares, Glass Lewis
criticised Antares' "mediocre disclosure around the Company's
prospects and plans and increasingly regressive and conflicted
board policies and structures." Glass Lewis concluded Lone
Star Value's proposals offer a "compelling opportunity for
shareholders to reconstitute the board with independent,
experienced individuals poised to address the specific concerns
raised." Glass Lewis further affirmed that "an injection of
independent perspectives -- five independent members on a board of
six -- is particularly crucial now."
Jeff Eberwein of Lone Star Value
commented, "We are deeply gratified by the overwhelming support we
have received from both leading proxy advisory firms and our fellow
shareholders. We believe recent revelations of apparent
trading violations by two incumbent directors of Antares, serious
questions over the motivation behind a seemingly strategically
incoherent convertible note issuance, and the 'on-off-on' sale of
all the Company's Permian Basin assets have left shareholders and
proxy advisors convinced of the need for a stronger and independent
Board to lead Antares. We are looking forward to an
opportunity to enhance shareholder rights and maximize value at
Antares for the benefit of all shareholders."
Mr. Eberwein urged shareholders to vote in favour of all five of
its independent, highly-qualified director candidates, Jeffrey Eberwein, Aaron
Kennon, Eric Hyman,
William Fairhurst and Michael Sharwood, as well as removing Antares'
two employees, Mr. Shoemaker and Ms. McAppion, from the Board.
Excerpts from Glass Lewis' Analysis & Recommendation
In Support of the Election of Lone Star Value's Director
Candidates:
"We are inclined to suggest Lone
Star presents reasonable cause -- both in terms of a flatly
confounding strategic procession and objectively mediocre corporate
governance -- to suggest investors would benefit from a fresh,
informed and, perhaps most importantly, independent perspective on
those alternatives available to the Company. This view takes
into account arguments submitted by Antares management, which,
while sound in fits and spurts, ultimately fail, in our view, to
deflect weightier concerns surrounding what appears to be an
insular board room promulgating a regressively terse disclosure
regime and a functionally opaque growth strategy."
On the Strong Qualifications of Lone Star Value's Director
Candidates:
"In particular, we note each of Messrs. Fairhurst, Hyman and
Sharwood have backgrounds in geology or petroleum engineering, with
each of Messrs. Fairhurst and Hyman posting current or prior
executive service at oil and gas exploration and production firms.
Moreover, each of these individuals appears to be independent from
Antares. . . .Given a lengthy list of outstanding governance
concerns and a less than transparent pattern of disclosure, we are
similarly inclined to suggest all investors would benefit from an
unaffiliated shareholder advocate going forward. In
consideration of the nominees that might prospectively fill that
role, we believe shareholders should support the election of Mr.
Kennon."
On Antares' Relative Share Price Performance:
"In particular, though we acknowledge Antares has modestly
trailed a broad small-cap industry index, we consider it more
noteworthy that: (i) the Company has heavily trailed the
equal-weight peer composite over each of the selected review
periods; and (ii) the total three-year return to Antares investors
since the Company's stated involvement in the Permian Basin region
is just 6.7%. We consider this offers very little support for
the board's assertions that Antares management is successfully
generating compelling value for investors since effectively
becoming a Permian Basin pure-play. In addition, while the board
laments Lone Star's settlement
arrangement with regional peer Callon Petroleum Company as
something of an undesired compromise by that firm, it is worth
considering Callon's shares were up 65.6% between October 16, 2013 -- the last date before Callon
was approached by Lone Star -- and
May 22, 2014. In contrast, Antares'
shares were down 5.0% over the same period (Source: Capital
IQ)."
On Antares' Corporate Governance Failures:
"We note three out of the four sitting directors are insiders.
In this respect, we believe that the composition of the board
raises very significant concerns about its objectivity and ability
to perform its proper oversight role, in addition to material
succession planning, renewal and other composition deficiencies
over a period of time. . . . In addition, without an independent
chairman -- indeed, with a sole executive holding several key
managerial roles in addition to the chairmanship -- the current
board structure fails to meet fundamental components of the ACSI
and FSC guidelines."
Lone Star Value urges all Antares shareholders to read carefully
the materials that Lone Star Value has mailed and may continue to
mail to them as those materials contain important
information. Lone Star Value called on all Antares
shareholders to vote on its blue and white proxy card to improve
the Board of Antares.
For further information please visit our website,
www.antaresvalue.com.au, or call our shareholder information line,
1300 889 468 (from within Australia) or +61 2 8022 7902 (from outside
Australia).
Proxy voting enquiries please contact:
Australia:
Murray Williams
GPS
+61 2 8022 7911
MWilliams@gpsproxy.com.au
USA:
John Grau
InvestorCom
203-972-9300 x11
jgrau@investor-com.com
Media enquiries please contact:
John Hurst
Cannings Corporate Communications
+61 418 708 663
SOURCE Lone Star Value Investors, LP