Proxy Fight starting today Descartes old boss wants to lead!TORONTO, Feb. 6, 2015 /CNW/ - Goodwood Inc. ("Goodwood") announced today that it is seeking to reconstitute the board of directors of GuestLogix Inc. ("GuestLogix"). In the absence of a timely consensual reconstitution of the GuestLogix board in the interest of all shareholders, Goodwood intends to seek to reconstitute the board at GuestLogix's next annual meeting of shareholders, which GuestLogix must hold no later than June 30, 2015.
Following discussions with other substantial shareholders of GuestLogix, Goodwood approached GuestLogix's board on January 23, 2015 and proposed the replacement of three of GuestLogix's existing seven directors with three new credible, experienced and independent directors. Goodwood also proposed that one of those new proposed directors, Mr. Arthur Mesher, become Chairman of the Board of GuestLogix, effective immediately. Mr. Mesher is a highly experienced director and widely-respected business leader with more than 30 years of travel and transportation experience, and also considered one of the founders of SaaS networks. Mr. Mesher previously served as Chief Executive Officer and Chairman of the Board of The Descartes Systems Group Inc. (NASDAQ: DSGX; TSX: DSG) where he led the creation of the first on-demand logistics network that provides application and communication capabilities. Appointed as CEO of Descartes in 2004, Mr. Mesher spearheaded its turnaround from large losses to awarding-winning accolades and financial performance. During his leadership as CEO of Descartes between 2004 and 2013, Descartes' share price rose by over 950%.
Goodwood believes that the proposed board changes will far better position GuestLogix to sustainably build its business and create long-term value for all shareholders, and substantially improve GuestLogix's governance, transparency, credibility and board oversight. Goodwood has advised GuestLogix's board that it believes its views regarding the compelling need for an immediate strengthening of the GuestLogix board are broadly shared among GuestLogix's shareholders, and that the proposed changes will have the widespread support of GuestLogix's shareholders. Despite acknowledging that board improvements are required, GuestLogix's current board has to date failed to implement the changes that have been proposed.
Goodwood, as investment manager of certain investment funds and accounts, exercises control and direction over an aggregate of 5,210,600 common shares of GuestLogix, representing approximately 4% of GuestLogix's issued and outstanding common shares. Depending upon market and other conditions, and subject to all applicable legal requirements, Goodwood may, from time to time, cause investment funds and/or accounts managed by it to purchase additional common shares of GuestLogix.
To the extent that it becomes necessary for Goodwood to seek to reconstitute GuestLogix's board at the next meeting of its shareholders, full information regarding that reconstitution, and the director nominees being proposed at that time by Goodwood, will be set forth in an information circular which Goodwood will file with Canadian securities regulators in due course.
SOURCE Goodwood Inc.
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