TORONTO, Jan. 30, 2019 /CNW/ - Arnold Kondrat, Maurice
Colson and Philip Chen (the
"Independent Directors"), as independent directors of
Kuuhubb Inc. (TSXV:KUU) ("Kuuhubb" or the "Company"),
announce that they object to certain actions taken by Kuuhubb
management which were announced in the Company's January 29, 2019 press release.
Kuuhubb announced in its January 29,
2019 press release that: "a new director (the "New
Appointee") was appointed to the Board to fill the board vacancy
created by the previous resignation of Maurice Colson. The New Appointee however
resigned shortly after his appointment to the Board."
The purported appointment of the New Appointee "to fill the
board vacancy created by the previous resignation of Maurice Colson" was carried out by Kuuhubb's
other three directors – Jouni
Keranen (who is Kuuhubb's President and Chief Executive
Officer), Christian Kolster (who is
Kuuhubb's Executive Vice President) and Carl-Gustaf von Troil
– over the objection of the Independent Directors and after a
warning from the Independent Directors' legal counsel that this
action would be subject to legal challenge. The position of
the Independent Directors, after having consulted with legal
counsel, is that (a) Mr. Colson has not resigned, and (b) all board
resolutions purportedly passed by Messrs. Keranen, Kolster and von
Troil which purport to exclude Mr. Colson from voting on the basis
that he is no longer a director, are invalid under the Canada
Business Corporations Act and the Company's by-laws.
"We are disappointed that Carl-Gustaf von Troil, a board
member of publicly-listed United Bankers in Helsinki, Finland and well versed in corporate
governance matters, would agree, in his position as an independent
director of Kuuhubb, to support management's strategy to
essentially hijack the Kuuhubb board of directors. In light
of the Concerned Shareholders' requisition for a shareholders'
meeting to replace the entire Kuuhubb board and such meeting having
now been set for April 4, 2019, it
begs the question as to why Kuuhubb management would attempt to
change the composition of the board so close to the shareholders'
meeting," said Arnold Kondrat.
The Independent Directors have retained WeirFoulds LLP as
litigation counsel and are reviewing all available legal and
regulatory avenues to challenge the actions of management,
including potential oppression claims under the Canada Business
Corporations Act.
Kuuhubb also announced in its January 29,
2019 press release that the Company has called an annual and
special meeting of the Company's shareholders (the "AGM")
for April 4, 2019. The
Independent Directors, none of whom will be standing for
re-election at the AGM, support the calling of the AGM.
SOURCE Independent Directors of Kuuhubb Inc.