Thunderbird Entertainment Group Addresses False Statements Made by Hedge Fund Voss Capital, LLC, Confirms Annual Meeting to be Held in Early 2023

VANCOUVER, British Columbia, November 17, 2022–(BUSINESS WIRE)–Thunderbird Entertainment Group Inc. (TSXV: TBRD, OTCQX: THBRF) (“Thunderbird” or the “Company”) is today correcting its misrepresentation filings by Texas hedge fund Voss Capital, LLC (“Voss”) in its most recent press release. Thunderbird also announced that it will hold its annual general meeting of shareholders (the “AGM”) in the first quarter of 2023.

Voss’ ambush

Voss has decided to initiate a proxy ambush, announcing on the last permitted day that he will nominate a concurrent slate of directors for election to replace the entire Thunderbird board of directors (the “Board”) at the Assembly. That calculated tactic left the Company with no choice but to postpone the General Meeting, originally scheduled for December 6, 2022.

The deferral will allow the Company to thoroughly research and report on the credentials, including specific job and public company board experience and track record, of each of the individuals named by Voss. It will also provide time for Thunderbird to amend its disclosure circular to ensure that shareholders have all necessary information to enable them to evaluate the merits and qualifications of all candidates when deciding who to entrust to manage the Company in future.

Thunderbird’s strategy works

Contrary to Voss’ claims, Thunderbird is executing on its strategic plan and creating long-term value. Thunderbird believes this proxy fight is a waste of time, energy and resources. You risk jeopardizing all the hard work and success the company has achieved.

As a case in point, Thunderbird’s revenue grew 34% in the fiscal year ended June 30, 2022, compared to a year earlier, in a year in which its peers languished. From fiscal 2020 through year-end 2022, revenues increased 83% and earnings before interest, taxes, depreciation and amortization (EBITDA) increased 30%. The Company is debt free and its growth is purely organic.

With a comprehensive slate of premium programs developed, produced and delivered on time and on budget, Thunderbird has strong relationships with leading North American and international broadcasters, distributors and leading global digital platforms and has built an award-winning team with a focus on creativity and culture , many of whom have played key roles in some of the largest and most successful entertainment companies in the world.

Thunderbird’s stock has outperformed the market, the industry and its peers. Based on a closing price of $3.20 prior to Voss’ November 4, 2022 announcement, Thunderbird shares are on by 39% from its opening price of $2.30 on the Company’s first trading day, November 2, 2018. In contrast, the shares of the three most directly comparable Canadian peers all rejected in value from 2018, or from their subsequent initial listing, as illustrated below.

Period

November 2, 2018 (or commencement of trading) to November 4, 2022 (immediately prior to Voss announcement)

Symbol

Agency1

Change in share price

TBRD.V

Thunderbird Entertainment Group Inc.

+39

%

WILD.TO

Wild Brain Ltd.

– 28

%

BRMI.TO

Boat Rocker Media Inc. (listed in 2021)

– 67

%

DRILLED

VerticalScope Holdings Inc. (listed in 2021)

– 71

%

1: Based on Thomson Reuters peers similar in size to Thunderbird

Voss has no plan and cannot unlock value

In proposing a full list of directors it is up to Voss to provide shareholders with a detailed business plan and management change plan. Voss has avoided doing so thus far, instead suggesting a review of strategic alternatives, which is not a plan.

Voss is wrong when he claims he can unlock shareholder value for Thunderbird simply by putting up a “for sale” sign. The prospect of a premium is limited not only by the current market environment but also by the trading risk for non-Canadian bidders.

The pool of potential Canadian bidders is small, and non-Canadian bidders would be subject to Canadian government approval following a cultural review of the Investment Canada Act. Such approval is by no means certain and could be subject to costly and lengthy commitments, which again they would limit both the stakeholder pool and the premium available to Thunderbird shareholders.

The reality is that Voss’s proposed review of strategic alternatives would be detrimental to value and could cause Thunderbird to miss out on acquisition opportunities. The instability that results from such a process, especially one conducted publicly in the high-profile context of a proxy fight, will create uncertainty about the Company’s future and disrupt Thunderbird’s ability to acquire new business and recruit and retain talent. In the current economic conditions, it is more important than ever that the Company demonstrate a strong foundation and a continued focus on sound operations and financial stability.

Voss is attempting to buy out the Company without paying a premium

Contrary to misleading claims by Voss, the board of directors and management have regular and extensive dialogue with shareholders. Thunderbird has specifically engaged and has had extensive good faith communication with Voss, including requesting that Voss submit nominees to the Board for consideration by the Company. Rather than pursuing constructive engagement, Voss sought to avoid such a process altogether in an effort to gain complete control of the Company.

Voss’s nomination of a full slate of six candidates for the Board is similar to a Thunderbird acquisition. Voss wants his handpicked slate to make up 100% of the Board, even though he owns only 13.3% of the shares outstanding. ALL shareholders should receive a premium from Voss for such control.

Additionally, Voss candidates are not equipped to perform a qualified or comprehensive strategic review process. Thunderbird’s board has extensive experience in such matters and is well advised by experienced third-party investment bankers.

As communicated by the Company to Voss, management and the board of directors are conducting ongoing market surveillance, including engaging investment bankers and other advisors, as well as responding to incoming inquiries from prospective investors, including strategic investors and private equity funds.

Counselors

Thunderbird engaged Cassels Brock & Blackwell LLP as general counsel, Morrow Sodali (Canada) Ltd. as solicitor and strategic advisor, and Longview Communications and Public Affairs as communications advisor.

Thunderbird will have more to say in its management briefing to the AGM, which it will file in due course and be posted at investor.thunderbird.tv and under Thunderbird’s profile at www.sedar.com, after which it will begin soliciting proxies for its candidates.

About Thunderbird Entertainment Group

Thunderbird Entertainment Group is a globally award-winning multiplatform rights management, production and distribution company headquartered in Vancouver with additional offices in Los Angeles, Toronto and Ottawa. Thunderbird creates award-winning scripted, unscripted and animated programs for the world’s leading digital platforms, as well as Canadian and international broadcasters. Thunderbird’s vision is to produce high-quality, socially responsible content that makes the world a better place. The company develops, produces, and distributes animated, factual, and scripted content through its various content branches, including Thunderbird Kids and Family (Atomic Cartoons), Thunderbird Unscripted (Great Pacific Media), formerly known as Thunderbird Factual, and Thunderbird Scripted. Productions under the Thunderbird umbrella include The last children on earth, Molly from Denali, Highway through hell And Kim’s convenience, among others. The company also has a team dedicated to global distribution and consumer products. Thunderbird is on Facebook, Twitter and Instagram @tbirdent. For more information, please visit: www.thunderbird.tv.

Cautionary Statement Regarding Forward-Looking Information

This press release includes certain “forward-looking statements” pursuant to applicable Canadian securities laws that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding the timing for the 2023 Meeting; the Company’s ability to extensively research the credentials, including job specifics and public company board experience and track record, of each of Voss’s appointees; amend the draft Thunderbirds circular to ensure that shareholders have all necessary information to enable them to evaluate the merits and qualifications of all candidates when deciding who to entrust to manage the Company in the future; future economic conditions; a review of strategic alternatives is value destructive; the Company’s future goals, objectives or plans; and the business and operations of the Company. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors that could cause actual results and future events to differ materially from those expressed or implied in such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental, and other judicial, regulatory, political, and competitive developments; and those additional risks disclosed in the Company’s management discussion and analysis for the years ended June 30, 2022 and 2021 and other public documents filed with SEDAR at www.sedar.com. While the Company believes that assumptions and factors used in preparing any forward-looking statements are reasonable, you should not place undue reliance on such statements, which apply only as of the date of this press release, and no assurance can be given that any such statements events will occur within the timescale communicated or will not occur at all. Except as required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Neither the TSX-V nor its settlement service provider (as that term is defined in the TSX-V policies) accepts responsibility for the adequacy or accuracy of this version, which has been prepared by management.

View the source version at businesswire.com: https://www.businesswire.com/news/home/20221116006077/en/

Contacts

Investor Relations contacts:
Glen Akselrod, capital of Bristol
Telephone: + 1 905 326 1888 extension 1
Email: [email protected]

Media Relations Contact:
Lana Castleman, Director, Marketing and Communications
Phone: 416-219-3769
Email: [email protected]

Corporate communications
Julia Smith, Finch Media
Email: [email protected]

Leave a Reply

Your email address will not be published. Required fields are marked *