- FEx sets the record straight on statements made by Commander Resources Board
- Concerning payments to insiders and advisors aimed at further entrenching a Board with nominal shareholdings at the expense of shareholders
- Questions to be answered by the Commander Resources Board and Senior Management about extensive late and amended insider filings
- Visit www.CMDoffer.com to explore the Offer and how to tender your Commander shares
Vancouver, British Columbia--(Newsfile Corp. - July 11, 2024) - FruchtExpress Grabher GmbH & Co KG ("FEx"), today issued a letter to the shareholders of Commander Resources Ltd. (TSXV: CMD) ("Commander" or the "Company") concerning FEx's previously announced premium offer (the "Offer") to acquire all of the Company's issued and outstanding common shares ("Common Shares") for a cash consideration of C$0.09 per Common Share (the "Offer Price").
FEx remains open to cooperation and communication with the management and all shareholders involved. We have assured management of our willingness to cooperate on an ongoing basis and remain committed to doing so. However, months after the official sale of the royalty portfolio - a significant part of the Company - we have yet to see a new, value-driven business strategy or any kind of proactive 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 we have seen in the last 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 ten years. It is not clear whether additional filing irregularities remain to be disclosed.
FEx Letter
FEx's letter highlights why Commander shareholders should consider tendering their shares and addresses misleading statements made by Commander's Board of Directors (the "Board") in its Directors' Circular (the "Circular"). Key points made in FEx's letter include:
- Commander share price has been in a freefall for three years and FEx 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% premium to the closing price of Commander shares, or a 53% premium to the 20-day volume-weighted average price, prior to FEx's takeover proposal announcement.
- Instead of constructively engaging with FEx on a very credible offer, Commander's Board with its nominal shareholdings has chosen to use shareholder's 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 cap dropped by ~52.5%. FEx 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.
FEx became a shareholder of the Company in 2019 and as of the date hereof beneficially owns or controls, directly or indirectly, 8,600,000 Common Shares, representing 19.5% 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 email at contactus@kingsdaleadvisors.com.
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 Directors' Circular (the "Circular") from Commander Resources Ltd. (TSXV: CMD) ("Commander" or the "Company") in which the Company recommends that shareholders reject the offer from FruchtExpress Grabher GmbH & Co KG ("FEx") to acquire all of the issued and outstanding common shares of Commander ("Common Shares") for an all-cash consideration of $0.09 per Common Share (the "Offer").
Following a careful review of the Circular, FEx 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.
FEx became a shareholder of the Company in 2019 and as of the date hereof beneficially owns or controls, directly or indirectly, 8,600,000 Common Shares, representing 19.5% of the Common Shares. FEx 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 an ongoing 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.
- 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 ongoing exploration activities. As a shareholder this should both be worrisome and a sign of the bleak future it represents.
- Entrenchment Priority: The Board's decision to commit at least $200,000 (more than 5% 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.
- 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 ~52.5%. FEx believes this downward trajectory will persist and the situation calls for immediate action to preserve your investment.
- Attractive Premium: Our Offer represents a 64% premium to the closing price of Commander shares, and a 53% 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.
- Future Losses and Lack of Vision: FEx 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 advisors have been hired purely to pursue entrenchment tactics.
- 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.
- 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 FEx's Offer Documents and recognize the clear advantage it presents. FEx stands alone in its interest in Commander and there are no known alternative suitors, past or present.
FEx, along with supportive Commander shareholders, continue 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 Resources and hope there is no repeat of 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 September 6, 2024, at 5:00 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
Email: contactus@kingsdaleadvisors.com
Online Chat: www.CMDoffer.com
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
Advisors
The Company has engaged Gowling WLG (Canada) LLP as its Canadian legal advisor and Kingsdale Advisors as its Information Agent, Depositary and strategic shareholder and communications advisor.
About FEx
FEx is one of the largest privately owned food wholesalers in Central Europe. FEx' 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. We favour an active approach as a shareholder and support companies at various stages of development. For additional information on FEx, please visit its website at https://www.fruchtexpress.at/
Caution Regarding Forward-Looking Statements
This news release contains "forward-looking information". Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as "plans", "expects", "intends", "seeks", "anticipates", "believes", or variations of such words, and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information contained in this news release includes, but is not limited to, statements regarding FEx' intention to make the Offer and the proposed terms and conditions of the Offer, including the price of the Offer, the timing of the Offer, the conditions of the Offer, the acceptance period of the Offer and other details of the Offer; FEx' expectation to mail the Offer Documents as soon as practicable information concerning FEx' plans for Commander in the event the Offer is successful; the satisfaction or waiver of the conditions to consummate the Offer; benefits of the Offer; the likelihood that the price of the Common Shares will decline back to pre-Offer levels if the Offer is not successful; the tax treatment of the Offer for shareholders, including the tax-efficiency of an acquisition of Common Shares; intentions to delist the Common Shares and to cause Commander to cease to be a reporting issuer if permitted under applicable law; expectations regarding Commander's plans and the financing and capital program required to execute such plan; and the completion of a compulsory acquisition or a subsequent acquisition transaction.
Although FEx believes that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties and have been based on information and assumptions that may prove to be inaccurate, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking information and such factors and assumptions are based on information currently available to FEx, and actual results may differ materially from those expressed or implied in such statements. In addition, information used in developing forward-looking information has been obtained from various sources, including third parties and regulatory or governmental authorities. Important factors that could cause actual results, performance or achievements of FEx or the completion of the Offer to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information include, without limitation: the ultimate outcome of any possible transaction between FEx and Commander, including the possibility that Commander will or will not accept a transaction with FEx; actions taken by Commander; actions taken by security holders of Commander in respect of the Offer; that the conditions of the Offer may not be satisfied or waived by FEx at the expiry of the Offer period; that none of the Offer, any compulsory acquisition or subsequent acquisition transaction is subject to any regulatory approvals and the ability to obtain regulatory approvals (if any) and meet other closing conditions to any possible transaction, including any necessary shareholder approvals; any changes in general economic, market and/or industry-specific conditions, including in interest rates, currency exchange rates or commodity prices; industry risk; Commander's structure and its tax characteristics; and that there are no inaccuracies or material omissions in Commander's publicly available information.
Forward-looking information in this news release is based on FEx' beliefs and opinions at the time the information is given, and there should be no expectation that this forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and FEx expressly disclaims any obligation to do so except as required by applicable law.
Disclaimers
This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The Offer will be made solely by, and subject to the terms and conditions set out in, the formal offer and take-over bid circular, letter of transmittal and notice of guaranteed delivery. The Offer will not be made to, nor will deposits be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.
The Offer will be made for the securities of a Canadian company that does not have securities registered under section 12 of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, the Offer is not subject to section 14(d) of the U.S. Exchange Act or Regulation 14D or Rule 14e-1 of Regulation 14E. The Offer will be made in the United States with respect to securities of a "foreign private issuer", as such term is defined in Rule 3b-4 under the U.S. Exchange Act, in accordance with Canadian corporate and securities law requirements. Holders of Common Shares in the United States should be aware that such requirements are different from those of the United States applicable to tender offers under the U.S. Exchange Act and the rules and regulations promulgated thereunder.
The Offer and all contracts resulting from acceptance thereof will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/216152
