Aston Bay Holdings Ltd V.BAY

RE:Royalty sale on Storm

[traps7]

 

Commander suitor FruchtExpress says vote by Sept. 6

 

2024-07-11 19:25 ET - Shareholders Letter

 

Mr. Felix Grabher of FruchtExpress reports

FRUCHTEXPRESS GRABHER OUTLINES BENEFITS OF PREMIUM OFFER IN LETTER TO SHAREHOLDERS, RAISES CONCERNS ABOUT COMMANDER RESOURCES' LACK OF EXPLORATION ACTIVITY, ENTRENCHMENT STRATEGY AND REGULATORY COMPLIANCE CONCERNS INVOLVING COMMANDER INSIDERS

FruchtExpress Grabher GmbH & Co. KG has issued a letter to the shareholders of Commander Resources Ltd. concerning FruchtExpress Grabher's previously announced premium offer to acquire all of the company's issued and outstanding common shares for cash consideration of nine cents per common share.

FruchtExpress Grabher remains open to co-operation and communication with the management and all shareholders involved. It has assured management of its willingness to co-operate on a continuing basis and remains committed to doing so. However, months after the official sale of the royalty portfolio -- a significant part of the company -- it has yet to see a new, value-driven business strategy or any kind of pro-active communication with shareholders.

This is all the worse as the exploration season is in full swing.

Extensive late and amended insider filings

The only official steps it has seen in the past few weeks is an exceptionally large and troubling amount of late and amended SEDI filings by insiders of Commander that, in some cases, go back nearly 10 years. It is not clear whether additional filing irregularities remain to be disclosed.

FruchtExpress Grabher letter

FruchtExpress Grabher's letter highlights why Commander shareholders should consider tendering their shares and addresses misleading statements made by Commander's board of directors in its director circular. Key points made in FruchtExpress Grabher's letter include the following:

 

• The Commander share price has been in a freefall for three years, and FruchtExpress Grabher believes it will continue to nosedive. This is because the board has no strategy, and the company has no exploration work during the busiest season for the industry. Management and administration expenses continue to pile up.
• The offer represents a 64-per-cent premium to the closing price of Commander shares, or a 53-per-cent premium to the 20-day volume-weighted average price, prior to FruchtExpress Grabher's takeover proposal announcement.
• Instead of constructively engaging with FruchtExpress Grabher on a very credible offer, Commander's board with its nominal shareholdings has chosen to use shareholders' money and committed to pay at least $200,000 to its own directors and outside consultants.
• Commander spent over $3.3-million between Jan. 1, 2021, and Dec. 31, 2023, during which period the company's market capitalization dropped by approximately 52.5 per cent. FruchtExpress Grabher believes the company could continue to lose millions of dollars more if the current pattern continues.
• The offer is not highly conditional, there are no financing conditions and shareholders of Commander directly determine the outcome of their investment.

 

FruchtExpress Grabher became a shareholder of the company in 2019, and as of the date hereof, beneficially owns or controls, directly or indirectly, 8.6 million common shares, representing 19.5 per cent of the common shares.

How to tender

Kingsdale Advisors is the information agent and depositary in connection with the offer, and can be reached at 1-877-659-1821 (North America toll-free) or 1-437-561-5039 (call or text worldwide), or by e-mail at [e-mail].

The full text of the letter to Commander shareholders is included below.

Letter to Commander shareholders

Dear fellow shareholder of Commander,

You have likely recently received the director circular from Commander in which the company recommends that shareholders reject the offer from FruchtExpress Grabher to acquire all of the issued and outstanding common shares of Commander for an all-cash consideration of nine cents per common share.

Following a careful review of the circular, FruchtExpress Grabher is both surprised and disappointed by the stand taken by the company regarding its premium offer to all shareholders. The circular serves to highlight the underlying motivation of board entrenchment, rather than any meaningful consideration of our offer or sincere concern for all shareholders.

A series of amended and late filings by directors and senior officers has also come to light.

FruchtExpress Grabher became a shareholder of the company in 2019, and as of the date hereof, beneficially owns or controls, directly or indirectly, 8.6 million common shares, representing 19.5 per cent of the common shares. FruchtExpress Grabher believes that tendering to the offer is the best opportunity available to all shareholders.

The choice before you is important, yet simple.

By tendering to the offer, you stand to realize a significant premium for your shares, amidst a continuing and concerning trend in the company's performance.

Here are seven facts that the company's special committee should have taken into consideration before rejecting the offer and pursuing expensive entrenchment tactics:

 

1. Lack of strategy and no exploration: During the peak exploration season for the industry, Commander's lack of strategic direction is clearly visible and is compounded by the notable absence of any continuing exploration activities. As a shareholder, this should both be worrisome and a sign of the bleak future it represents.
2. Entrenchment priority: The board's decision to commit at least $200,000 (more than 5 per cent of the current market value of Commander) to expenses directly aimed at entrenching the current management team and board is a further attack on shareholder value.
3. Prolonged decline in share price: Over the past three years, Commander share price has been in a continuous freefall. The company spent over $3.3-million between Jan. 1, 2021, and Dec. 31, 2023, during which period the company's market cap dropped by approximately 52.5 per cent. FruchtExpress Grabher believes this downward trajectory will persist, and the situation calls for immediate action to preserve your investment.
4. Attractive premium: Our offer represents a 64-per-cent premium to the closing price of Commander shares and a 53-per-cent premium to the 20-day volume-weighted average price prior to the announcement of our takeover proposal. This premium underscores our commitment to delivering certainty and substantial value to shareholders.
5. Future losses and lack of vision: FruchtExpress Grabher believes the company could continue to lose millions of dollars more if the current pattern continues. At present, there seems to be no alternative strategies for creating value while advisers have been hired purely to pursue entrenchment tactics.
6. Empowering shareholders: Our offer is not highly conditional, allowing shareholders of Commander to directly determine the outcome of their investment. There are no financing conditions to be met, and the all-cash offer is the best opportunity available to shareholders.
7. Not opportunistic, but beneficial: Our offer is a carefully considered proposal that allows shareholders to realize higher than market value for their investments. This is particularly important in the face of no exploration activity being undertaken by the company and declining market capitalization.

 

We are confident Commander shareholders will review FruchtExpress Grabher's offer documents and recognize the clear advantage it presents. FruchtExpress Grabher stands alone in its interest in Commander, and there are no known alternative suitors, past or present.

FruchtExpress Grabher, along with supportive Commander shareholders, continues to believe that the offer represents a fair premium and is in the best interest of all shareholders.

Commander's management and board are not aligned with Commander shareholders

The board of directors is obligated to provide management oversight and represent your interests as a shareholder. In an important corporate event like this, they should be giving you an unbiased opinion and evaluation of Commander's strategic options. Unfortunately, the company has chosen a standardized response to shareholders without any concrete plans that would stem the continued devaluation of your investment.

There has been a lack of strategic alternatives to enhance shareholder value. Instead, we see efforts by management and board to distract shareholders.

The choice before you is simple: Benefit from this unique opportunity to earn an all-cash premium for your investment by tendering your Commander shares or ignore your past experience with Commander and hope there is no repeat of the company's cash reserves being depleted as market cap declines.

We believe that accepting our offer is in the best interest of all shareholders. It provides an immediate opportunity to realize significant value and mitigates the risks associated with the current trajectory of the company.

We believe the choice is an easy one.

Commander shareholders can tender their shares prior to the deadline on Sept. 6, 2024, at 5 p.m. Toronto time.

If your common shares are registered in the name of an intermediary, you should immediately contact that intermediary for assistance if you wish to accept the offer so that the necessary steps can be taken to enable the deposit of such common shares under the offer. Intermediaries likely have established tendering cut-off times prior to the expiry time.

If you have any questions or need assistance with tendering your shares, please contact Kingsdale Advisors, the information agent and depositary in connection with the offer, through one of the following channels.

 

Call (toll-free in North America):  1-877-659-1821

Call or text (worldwide):  1-437-561-5039

E-mail:  [e-mail]

 

An on-line chat is available.

Thank you for your attention and consideration. Together, we can ensure a better outcome for all Commander shareholders.

Sincerely,

Felix Grabher,

Chief executive officer,

FruchtExpress Grabher

Advisers

The company has engaged Gowling WLG (Canada) LLP as its Canadian legal adviser and Kingsdale Advisors as its information agent, depositary, and strategic shareholder and communications adviser.

About FruchtExpress Grabher GmbH & Co. KG

FruchtExpress Grabher is one of the largest privately owned food wholesalers in Central Europe. FruchtExpress Grabher's treasury unit/family office invests in various sectors such as infrastructure, energy and commodities, including shares in mineral exploration companies with projects in North America and Europe. It favours an active approach as a shareholder and supports companies at various stages of development.

We seek Safe Harbor.