Vancouver entertainment business stalwart Frank Giustra has resigned from the board of Thunderbird Entertainment as a result of conflict with the company’s largest shareholder.
Giustra, best known for founding Lionsgate Entertainment in 1997, helped start Thunderbird 12 years ago. The company has since produced a number of television shows, including the high-profile comedy series Kim’s Convenience.
In a statement, Giustra said he disagreed with hedge fund shareholder Voss Capital LLC’s effort to replace Thunderbird’s board with members who “had much less expertise in the content sector than current board members.”
“From the negotiations that ensued after they announced their slate, I could see that Voss' sole objective was to put Thunderbird up for sale,” Giustra continued in his statement. “There was no other strategic plan.
“As the single largest individual shareholder, I believe that putting Thunderbird up for sale is the most irresponsible approach to achieve the best outcome for shareholders... It would be much more strategic to continue to grow the business and if at some point someone willing to pay full value surfaces, we would seriously consider.”
Thunderbird’s board ended up settling with Voss in the latter’s attempt to restructure the board, and Giustra said he resigned as a result. The post was Giustra’s last remaining board position he served in a public company.
“I sincerely hope that the reconstituted board will determine that the Voss approach is not only wrong, but potentially damaging to shareholder value,” he concluded in the statement.
In a related move, Thunderbird and Voss announced its cooperation agreement, revealing two new board members – Asha Daniere and Mark Trachuk – who have been appointed to Thunderbird’s board effective immediately. The agreement also said that a third appointee, selected from a list of Voss-issued candidates, will be announced by Thunderbird at the company’s shareholders meeting on March 6.
Thunderbird, as part of the deal, also agreed to form a separate advisory committee to asses “capital allocation strategy and... all strategic opportunities to maximize value.” The company did note, however, that it is not guaranteeing Voss that processes adopted by the advisory committee will be transacted upon by Thunderbird’s board itself.
Thunderbird CEO Jennifer Twiner McCarron said in a statement that her company “is committed to a collaborative relationship with our shareholders and to considering all investor perspectives on [Thunderbird’s] existing strategy, as well as longer-term opportunities to create shareholder value as we continue progressing towards our goal of becoming the next major global studio.”
Twiner McCarron also responded to Giustra’s departure by noting the board is “saddened” by his choice to depart.
Voss controls 13.3% of Thunderbird’s outstanding common shares.
