EDMONTON, ALBERTA–(Marketwired – June 8, 2017) – Liquor Stores N.A. Ltd. (the “Company” or “Liquor Stores”) (TSX:LIQ), North America’s largest publicly traded liquor retailer, today reaffirmed its commitment to make all shareholders aware of a recommendation from Institutional Shareholder Services Inc. (ISS) to vote only the WHITE management proxy.
Liquor Stores notes that a key element of an effective proxy system is the need for investors to be in a position to make an informed decision about how to direct that their votes be exercised. The fact that the Canadian proxy voting system makes it impossible for Liquor Stores to communicate directly with almost half of its shareholders makes a soliciting dealer arrangement necessary for shareholder democracy to function for the benefit of all shareholders and not just the large institutions.
“By instigating this proxy fight, activist shareholder PointNorth is to blame for the cost of protecting our shareholders’ interests. We are not going to let PointNorth take advantage of the Canadian proxy system or our retail shareholders, especially in light of ISS’ recent analysis that shareholders will suffer if PointNorth is successful,” said Jim Dinning, Chair of the Board.
As Liquor Stores has clearly stated in the Management Information Circular Supplement mailed to shareholders, filed on SEDAR and posted on the Liquor Stores website this morning, the Company will compensate brokers for soliciting white management proxies only. The Company is not prepared to waste shareholders’ money by compensating brokers for dissident proxies, since shareholder value will clearly be destroyed if the dissident nominees are elected.
Shareholders should note ISS’s conclusion that PointNorth’s strategy is “inferior” to the Company’s. Liquor Stores has calculated that implementation of PointNorth’s strategy would erode Liquor Stores profitability by 25% and destroy shareholder value by $2.65 per share. PointNorth, however, appears determined to charge ahead seeking control at all costs, having refused our compromise offer of two Board seats in April and having forced a costly and distracting proxy fight on shareholders.
Shareholders who wish to change their vote to align with ISS’ recommendation to vote only the white management proxy can do so. If shareholders have already voted a dissident proxy, a new vote on the white management proxy will be the one that counts. Shareholders are urged to vote in advance of the deadline of 10 a.m. (Mountain Time) on June 16, 2017.
Vote the WHITE proxy for Liquor Stores’ nominees
Liquor Stores urges shareholders to read its May 25 Letter to Shareholders and Management Information Circular, available on the Liquor Stores website at http://www.liquorstoresna.ca/investors and under the Liquor Stores profile at www.sedar.com. The documents highlight how PointNorth will destroy value at Liquor Stores and how the current Board and management is creating value. Liquor Stores recommends that shareholders vote the WHITE proxy for the Board’s eight experienced and qualified incumbent nominees. Vote today.
Meeting Details
Shareholders are advised to vote only the WHITE form of proxy today, or no later than 10:00 a.m. (Mountain Time) or Noon (Eastern Time) on Friday, June 16, 2017. The record date for the Annual Meeting was the close of business on April 21, 2017 (the “Record Date”). All registered shareholders of record as at the Record Date are invited to attend the Meeting which is taking place at Meeting Place 1 at the Hyatt Place Edmonton-West located at 18004 100 Ave NW, Edmonton, Alberta, on Tuesday, June 20, 2017, at 10:00 a.m. (Edmonton time).
If shareholders have any questions or require any assistance in executing your proxy or voting instruction form, please call D.F. King Canada at:
- North American Toll Free Number: 1-800-301-9627
- Outside North America, Banks, Brokers and Collect Calls: 1-201-806-7301
- Email: inquiries@dfking.com
- North American Toll Free Facsimile: 1-888-509-5907
- Facsimile: 1-647-351-3176
ABOUT LIQUOR STORES N.A. LTD.
The Company operates 251 retail liquor stores in Alberta, British Columbia, Alaska, Kentucky, New Jersey, and Connecticut. Liquor Stores’ retail brands include: Liquor Depot, Liquor Barn, and Wine and Beyond in Alberta (177 stores); Liquor Depot and Liquor Barn in British Columbia (34 stores); Brown Jug in Alaska (22 stores); Liquor Barn “The Ultimate Party Source” and Liquor Barn Express in Kentucky (15 stores), Joe Canals Discount Outlet in New Jersey (2 stores), and LQR MKT in Connecticut (one store). The Company’s common shares and convertible subordinated debentures trade on the Toronto Stock Exchange under the symbols “LIQ” and “LIQ.DB.B”, respectively.
FORWARD-LOOKING STATEMENTS
This press release contains forward looking statements or information (collectively “forward‐looking statements”) within the meaning of the “safe harbour” provisions of applicable securities legislation. All statements and information other than statements of historical fact contained in this press release are forward‐looking statements. In particular, this press release contains forward‐looking statements with respect to among others: the anticipated outcomes of PointNorth’s actions and strategy for Liquor Stores and the potential consequences to Liquor Stores and its business and share price of the election of PointNorth’s director nominees and the implementation of its strategy; and matters with respect to the upcoming Meeting, including the scheduled date and time of the Meeting and the cut off time for voting. Forward‐looking statements reflect our current plans, intentions, and expectations, which are based on management’s perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Our plans, intentions, and expectations are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. There is no assurance that the plans, intentions, or expectations upon which these forward‐looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions, including, but not limited to, those discussed elsewhere in this press release and our other filings made with Canadian securities regulatory authorities and available on SEDAR at www.sedar.com.
Although Management believes that the expectations represented in such forward-looking statements are reasonable there can be no assurance that such expectations will prove to be correct and such forward‐looking statements should not be unduly relied upon. Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include, but are not limited to: risks relating to government regulation and changes thereto (whether by court decisions, citizen referenda, or otherwise); competition; the state of the economy including general economic conditions in Canada (including Alberta) and the U.S.; the unpredictability and volatility of Liquor Stores’ common share price; restrictions on potential growth; availability of sufficient financial resources to fund the Company’s capital expenditures; changes in commodity tax rates and government mark‐ ups; risks relating to future acquisitions and development of new stores; the ability of management to execute the Company’s business and strategic plans; Liquor Stores’ ability to locate and secure acceptable store sites and to adapt to changing market conditions; poor weather conditions; dependence on key personnel; labour costs, shortages and labour relations including Liquor Stores’ ability to hire and retain staff at current wage levels and the risk of possible future unionization; supply interruption or delays; dependence on suppliers; reliance on information and control systems; income tax changes; leverage and restrictive covenants in agreements relating to current and future indebtedness of Liquor Stores; and credit risks arising from operations. These factors should not be construed as exhaustive. The information contained in this press release, and as disclosed in other filings made by the Company with Canadian securities regulatory authorities and available on SEDAR at www.sedar.com, identifies additional factors that could affect the operating results and performance of Liquor Stores. Readers are cautioned that this list of risk factors should not be construed as exhaustive. The forward‐looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this press release are made as of the date hereof and Liquor Stores assumes no obligation to update or revise them to reflect new events or circumstances except as expressly required by applicable securities law.
Liquor Stores N.A. Ltd.
Matthew Rudd
Senior Vice President and Chief Financial Officer
(780) 702-7389
Media:
Longview Communications
Louise Kozier
(604) 694 6033