Shareholders are urged to seize this opportunity for
change at Ellipsiz by voting FOR the removal of Elliott Jacobson, Mark
Korol and Grant Sawiak and
FOR the election of Kean Li Wong, Long
Trinh and Ian
Mallmann
TORONTO, June
15, 2017 /CNW/ - Mr. Tat
Lee (Michael) Koh, the single
largest shareholder and a director of Ellipsiz
Communications Ltd. ("ECT" or the "Company") (TSXV:
ECT), wishes to respond to the management information circular
issued by the Company on June 12,
2017 in connection with the special meeting of
shareholders (the "Meeting") to be held on July 7, 2017 as ordered by the Divisional Court
of Ontario.
The entrenched directors that Mr. Koh is seeking to remove
at the Meeting (namely Elliott
Jacobson, Mark Korol and
Grant Sawiak, the "Entrenched
Directors") are focused on a single goal – to remain on the
board of directors of ECT (the "Board") at all costs by
using whatever tactics they can think of, including costly and
unnecessary court hearings, unfounded allegations and repeated
threats. One thing is certain, Mr. Grant
Sawiak, who has led the efforts of the Entrenched Directors,
has made good on his threat to ensure that if Mr. Koh sought to
remove the Entrenched Directors, Mr. Koh would (i) have to
be "committed to following [the] legal process to the very end",
(ii) "lose a lot of money" and (iii) have to be prepared to endure
a process by which the Entrenched Directors would seek to make it
"painfully embarrassing for him and his reputation", all at the
expense of the Company and its shareholders.
In their circular, the Entrenched Directors have made various
claims against Mr. Koh that are unfounded and have no purpose other
than an attempt to embarrass Mr. Koh. Their statements infer
wrongdoing on Mr. Koh's part without any evidence. For example, the
Entrenched Directors have apparently drawn their own conclusions
regarding an investigation even though the matter is still being
litigated in Singapore.
The Entrenched Directors also seek to pressure shareholders by
stating that if Mr. Koh is successful in reconstituting the Board,
then Mr. Chong Gin (Sam) Tan (the
current CEO of the Company) will resign which will cause "great
harm" to the Company. Mr. Tan was appointed CEO in January 2017, but the Company's Q1 2017
performance was practically unchanged from its Q1 2016 results. Mr.
Koh is confident that the reconstituted Board will be able to find
a suitable replacement who will act in the best interests of all
shareholders.
What is clear is that the Entrenched Directors have little
regard for the law and have repeatedly acted in a clandestine
manner. While they accuse Mr. Koh of improperly exercising his
fiduciary duty, it is the conduct of the Entrenched Directors
themselves that is at best highly questionable. For example,
shareholders need only consider a recent set of events regarding
the Entrenched Directors' attempt to conclude a significant
transaction (the "Transaction") that formed the basis of Mr.
Koh's decision to remove the Entrenched Directors.
Even after being ordered by the court to hold the Meeting, the
Entrenched Directors stalled and instead focused their efforts on
signing and concluding the Transaction whereby the Company would
purchase all the outstanding shares of another company for over
US$3.5 million. The Transaction was
surreptitiously negotiated, signed and a deposit was made before it
was even presented to the Board for consideration and approval.
When questioned, the Company claimed that either party to the
Transaction may terminate it in the event that Mr. Koh is
successful in reconstituting the Board at the Meeting. However, no
such provision exists in the purchase agreement and only the vendor
is provided with the right to terminate upon the successful
reconstitution of the Board. Under the circumstances, Mr. Koh had
no choice but to seek a temporary injunction from the Ontario
Superior Court of Justice – Commercial List to prevent the
Transaction from forging ahead. In granting the injunction, the
Commercial List judge in referring to the timing of the entering
into of the Transaction noted that "the waft from timing would
appear to be undermining of shareholder democracy and the Div.
Court's decision." There can be no doubt that the Entrenched
Directors and Mr. Tan have been keenly focused on undermining the
will of shareholders.
Pursuant to the orders of the Divisional Court and the
Commercial List, the Company has been compelled to hold the Meeting
on July 7, 2017 at 4:00 p.m. (Toronto time) with a record date of
October 24, 2016. The location of the
Meeting will be 22 Adelaide Street West, Suite 3600, Toronto, Ontario. At the Meeting, shareholders
will have the opportunity to reconstitute the Board by removing the
Entrenched Directors, being Elliott
Jacobson, Grant Sawiak and
Mark Korol, and replacing them with
the following independent nominees: Kean Li Wong,
Long Trinh and Ian Mallmann. For additional information
regarding these nominees, please see Mr. Koh's information circular
dated October 25, 2016,
which is available on ECT's company profile on SEDAR at
http://www.sedar.com. Given the Entrenched Directors' blatant
disregard for the law and the interests of shareholders in favour
of their own self-interest, it is vital for shareholders to vote
for the reconstitution of the Board and the enhancement of
shareholder value.
Shareholders are urged to vote FOR the removal of
all of the current directors of the Company except for Tat Lee
(Michael) Koh and Chong Gin (Sam)
Tan and FOR the election of Kean
Li Wong, Long Trinh and Ian
Mallmann as directors of the Company by completing and
returning the WHITE proxy accompanying the Company's
management information circular or by voting online, by fax or by
phone. PROXIES MUST BE RECEIVED NO LATER THAN 9:30 A.M. (TORONTO TIME) ON THURSDAY, JULY 6, 2017 OR, IF THE MEETING IS
ADJOURNED OR POSTPONED, 9:30 A.M.
(TORONTO TIME) ON THE LAST
BUSINESS DAY PRECEDING THE DAY OF THE ADJOURNED OR POSTPONED
MEETING.
INFORMATION IN SUPPORT OF PUBLIC BROADCAST
SOLICITATION
Mr. Koh is relying on the exemption under section 9.2(4)
of National Instrument 51‐102
‐ Continuous Disclosure
Obligations to make this public broadcast
solicitation. The following information is provided in accordance
with corporate and securities laws applicable to public broadcast
solicitations.
This solicitation is being made by Mr. Koh, and not by or
on behalf of the management of ECT. Based upon publicly available
information, the Company's registered office is at 77 King Street
West, Suite 3000, P.O. Box 95, Toronto-Dominion Centre, North
Tower, Toronto, Ontario, Canada,
M5K 1G8 and the Company's head office is at 40 University Avenue,
Suite 606, Toronto, Ontario,
Canada, M5J 1T1. Mr. Koh has filed an information circular
dated October 25, 2016 containing the
information required by Form 51‐102F5
– Information Circular in
respect of the independent nominees, which is available on ECT's
company profile on SEDAR at http://www.sedar.com. Proxies for the
Meeting may be solicited by mail, telephone, facsimile, email or
other electronic means as well as by newspaper or other media
advertising and in person by Mr. Koh. In addition, Mr. Koh may
solicit proxies in reliance upon the public broadcast exemption to
the solicitation requirements under applicable Canadian corporate
and securities laws, conveyed by way of public broadcast, including
press release, speech or publication, and by any other manner
permitted under applicable Canadian laws. All costs incurred for
the solicitation will be borne by Mr. Koh.
A registered shareholder of the Company who has given a
proxy may, in accordance with Section 110(4) of the Business
Corporations Act (Ontario),
also revoke the proxy at any time prior to use (i) by depositing an
instrument in writing revoking the proxy, executed by such
registered shareholder or by his, her or its attorney authorized in
writing, either: * at the registered office of the Company at any
time up to and including the last business day preceding the day of
the Meeting or any adjournment thereof, or (y) with the chair of
the Meeting on the day of the Meeting or any adjournment thereof;
or (ii) in any other manner permitted by law. A
non‐registered shareholder of the Company
may revoke a form of proxy or voting instruction form
given to an intermediary at any time by written notice to the
intermediary in accordance with the instructions given to the
non-registered shareholder by its intermediary. Non-registered
shareholders should contact their broker for assistance in ensuring
that forms of proxies or voting instructions previously given to an
intermediary are properly revoked. It should be noted that
revocation of proxies or voting instructions by a
non‐registered shareholder can take
several days or even longer to complete and,
accordingly, any such revocation should be completed well in
advance of the deadline prescribed in the form of proxy or voting
instruction form to ensure it is given effect in respect of the
Meeting.
SOURCE Michael Koh