PenderFund starts the rebellion ! VANCOUVER, British Columbia, Nov. 14, 2024 (GLOBE NEWSWIRE) — PenderFund Capital Management Ltd., as manager of the Pender Small Cap Opportunities Fund (together, “Pender” or “we”), directly or indirectly controls 1,209,184 common shares of Altius Renewable Royalties Corp. (TSX:ARR) (OTCQX:ATRWF) (the “Company”).
Further to its press release dated November 5, 2024, Pender re-affirms its intent to file a written objection and notice of dissent with respect to all of its common shares of the Company, and re-affirms its intent to vote all such shares “AGAINST” the Transaction. We urge fellow Minority Shareholders to vote AGAINST and exercise DISSENT rights with respect to the Transaction.
On November 11, 2024, Pender sent a letter to the Company’s legal advisor detailing its serious concerns regarding the process undertaken by the special committee, as described in the background to the Transaction in the Company’s management information circular dated October 18, 2024, including:
- the special committee did not engage independent legal counsel or explain why;
- the Company’s 58% controlling shareholder that is also the sole continuing shareholder in the Transaction (the “Continuing Shareholder”) was made aware of the Transaction within about three weeks of Northampton’s initial approach, calling into question the Continuing Shareholder’s influence on the special committee’s independence and its ability to properly discharge its fiduciary duties;
- the independent financial advisors to the special committee were engaged after the key terms of the Transaction had been largely negotiated among the special committee, Northampton and the Continuing Shareholder, including the consideration of $12 per minority share;
- other than the independent financial advisors engaged to prepare the formal valuation and fairness opinion required by securities laws, the special committee did not have the benefit of advice from financial advisors in evaluating Northampton’s offer or available alternatives thereto; and
- other than generic references to considering strategic alternatives which were undertaken without the engagement of a financial advisor and a one-week engagement between May 16 and 23, 2024 in respect of an unsolicited non-binding offer from a third-party to acquire the minority shares which was rejected by the special committee without the benefit of advice of a financial advisor, there was no meaningful market check for available alternatives.