LÉVIS, QUÉBEC, Sept. 10, 2024 /CNW/ - A group of shareholders (the "Concerned Shareholders") of the issuer, Emergia Inc. (CSE: EMER) ("Emergia" or the "Corporation"), together holding more than 5% of the issued and outstanding shares of Emergia, announced they have requisitioned (the "Requisition") a meeting of shareholders of Emergia for the purpose of replacing the board of directors of the Corporation (the "Board") with a new board capable of ensuring the proper stewardship of the Corporation. The Requisition requires the Board of Directors (the "Board") of the Corporation to call and hold a meeting of shareholders (the "Meeting") for the principal purpose of reconstituting the Board by removing each of Faraj Nakhleh, Hasan Al-Shawa, Yannick Richard, Henri Petit, Stephen Reisler, and Panagiotis Mitropoulos, and electing five directors to the Board (the "Shareholder Nominees").
The Concerned Shareholders believe that the Board, as currently constituted, management and in particular, Emergia's President and Chief Executive Officer, Faraj Nakhleh, has failed to be responsive to shareholder expectations and has no coherent strategy for value creation.
The Concerned Shareholders feel the need to reconstitute the Board in a timely manner in order to ensure that the Corporation pursues a plan that benefits all of its shareholders. Accordingly, Emergia has 21 days from the date of the requisition to call and send notice of a shareholders' meeting to address the matters raised in the Requisition. If Emergia does not call a shareholders' meeting, the Concerned Shareholders will send notice of the meeting to all shareholders. The Concerned Shareholders believe that the Shareholder Nominees will bring positive change and enhance value for all shareholders.
Information Concerning the Shareholder Nominees
As set out in the Requisition, the Shareholder Nominees are: Roy Scaini; Joseph Cianci; Henri Petit; Carold Breton; and Guery E. Goyo.
Roy Scaini, age 62, Mr. Scaini is a senior executive with extensive experience in the financial services and technology sectors, with a history of successful acquisition and integration transactions. His experience in finance and operations extends across the world – Atlanta, Cayman, Dublin, Milan, Munich, Paris, and Toronto. Mr. Scaini has raised financing both privately and publicly to implement strategic growth plans and financing solutions. He is trained and has practiced as both a Professional Chartered Accountant and a management consultant. Mr. Scaini has significant experience with governance and compliance within both the corporate and not-for-profit sectors. Mr. Scaini has acted as chair, treasurer, and committee chair on various boards throughout his career. Further, he acted as the "responsible person" in regulated industries in Canada and Europe. Mr. Scaini is a fellow CPA-2017 (CPA of Ontario), Chartered Accountant 1987 from the Canadian Institute of Chartered Accountants/Institute of Chartered Accountants Ontario, and Bachelor of Commerce 1985 from the University of Toronto.
Joseph Cianci, age 66, Mr. Cianci has been a chartered accountant since 1986. He has extensive experience in banking, finance, taxation, and management advisory services gained as an accountant at DBO Dunwoody, Raymond Chabot Grant Thornton and with over thirty-five years in various roles as chief financial officer of a services financial trust, a publicly listed real estate company, privately owned retail and real estate companies. Mr. Cianci manages his own practice, and he acts as a consultant and is a trustee for several privately held family trusts. Mr. Cianci has a Bachelor of Commerce 1981, Concordia University, Graduate Diploma in Accountancy 1983, Concordia University, CPA (Ordre des CPA du Québec) 1986, and Auditor Licence 2012.
Henri Petit, age 62,Mr. Petit has acted as President and Chief Executive Officer of the Corporation from December 2018 to July 26, 2024, and as Chairman of the Board of Directors of the Corporation from February 8, 2021 to July 26, 2024. He is and has been a Director of the Corporation since March 2018. He is a lawyer (Business Law) and member of the Barreau du Québec since 1991. He acted as Policy Analyst and Adviser – International Maritime Transport Policy at Transport Canada from 1985 to 1990, being responsible of the analysis and advising on the impact of the European and American maritime legislation and policies on Canada. Mr. Petit started practicing law in 1991 with the law firm Guy & Gilbert in Montreal, before starting his own law office. As President and Chief Executive Officer of GHP Real Estate Corporation from 1996 to the date where the assets of the GHP Group were transferred to Emergia, he has been acting as developer and managing partner in various commercial, industrial, and multi-residential real estate developments or redevelopments. Mr. Petit has also acted on executive committees and as business consultant for various private companies in the 1990s and early 2000s. Mr. Petit has extensive experience in real estate acquisitions, negotiations, leasing, financing and management in Canada, USA and Europe. Mr. Petit holds a B.A. from Laval University and a LL.L. from the University of Ottawa. Mr. Petit has also collaborated with some charity organizations in fund raising, including the Ste-Justine's Hospital Foundation.
Carold Breton, age 76, Mr. Breton (domiciled in Bromont, QC), CPA, CA, graduated in Accounting Sciences at Laval University in 1973, has an extensive experience in business and board of directors in private and publicly listed companies, including Sico Inc. (acting as VP Finance and Treasurer), Progicar Canada Inc., Bureau Spec Inc., and Mecan-Hydro Inc. acting as president of these companies and Groupe Loutec Inc. acting as vice president of Board of directors. Mr. Breton also acted, in his early career, as senior auditor at Dolbec, Potvin & Associates, and PWC.
Guery E. Goyo, age 35, Mr. Goyo joined Villarboit Group in 2014 as Controller and oversees the accounting practices firmwide, while playing a key role with clients and consultants in regard to contractual and financial obligations. Mr. Goyo's experience is in providing professional services across a wide range of finance areas including, compliance, business process, audit and financial reporting along with accounting, budgeting and investor relations. Prior to joining Villarboit Group, Mr. Goyo articled with Collins Barrow LLP (now Baker Tilly Canada). He graduated in 2011 from Wilfrid Laurier University with a bachelor's degree in business administration.
Other Information Concerning the Shareholder Nominees
The table below sets out, as of the date hereof and in respect of the Shareholder Nominees, their name, province and country of residence, principal occupation, business or employment within the five (5) preceding years, and the number of shares of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by such Shareholder Nominee, which information has been furnished by the Shareholder Nominees.
Name, Province or State and Country of Residence
Present Principal Occupation, Business or Employment and Principal Occupation, Business or Employment During the Preceding Five Years
Number of Shares Beneficially Owned or Controlled or Directed (Directly or Indirectly)
Roy Scaini
Woodbridge, Ontario
Consultant in the residential real estate sector (Semi-retired for the preceding five years).
320,588 Class A Shares
Joseph Cianci
Laval, Québec
Cianci & Associates, CPA (Self-employed for the preceding five years).
178,130 Class A Shares
Henri Petit
Lorraine, Québec
Emergia Inc., President, Chief Executive Officer (December 14, 2018 to July 26, 2024), and Chairman of the Board of Directors (February 8, 2021 to July 26, 2024).
8,081,238 Class A Shares
Carold Breton
Bromont, Québec
Location d'equipments des Cantons de l'Est, President and Chief Executive Officer (January 2004 to August 2022)
Retired in August 2022, but managing real estate portfolio.
32,000 Class A Shares
Guery E. Goyo
Toronto, Ontario
Villarboit Group of Companies, Vice President Financing (Since 2014)
535,905 Class A Shares
Additional Information
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Concerned Shareholders have requisitioned the Meeting, there is currently no record or meeting date set for the Meeting, and shareholders are not being asked at this time to execute a proxy in favour of the Shareholder Nominees or any other resolution set forth in the Requisition. In connection with the Meeting, the Concerned Shareholders may file a dissident information circular in due course in compliance with applicable corporate and securities laws.
Notwithstanding the foregoing, the Concerned Shareholders are voluntarily providing the disclosure required under sections 9.2(4) and 9.2(6) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations. This press release and any solicitation made by the Concerned Shareholders in advance of the Meeting is, or will be, as applicable, made by the Concerned Shareholders, and not by or on behalf of the management of the Corporation. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable laws, the Concerned Shareholders may seek reimbursement from the Corporation for its out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.
The Concerned Shareholders are not soliciting proxies in connection with the Meeting at this time, and shareholders are not being asked at this time to execute proxies in favour of the Shareholder Nominees (in respect of the Meeting) or any other resolution set forth in the Requisition. Proxies may be solicited by the Concerned Shareholders pursuant to an information circular sent to shareholders after which solicitations may be made by or on behalf of the Concerned Shareholders, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of the Concerned Shareholders, who will not be specifically remunerated therefor. The Concerned Shareholders may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders.
The Concerned Shareholders are not requesting that shareholders submit a proxy at this time. Once the Concerned Shareholders have commenced a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law and the articles of the Corporation.
The Concerned Shareholders are Les Placements Jomyca Inc., Gestion Vaillancourt Mercier Inc., Gestion H. Petit Inc., 9208-4516 Québec Inc., and Nicolas St-Cyr. The Concerned Shareholders own 20,830,242 class A shares of the Corporation, representing approximately 39% of the issued and outstanding shares.
Correspondence to the Concerned Shareholders may be directed to Yvon Fournier care of McMillan LLP, 1000 Sherbrooke O./W., #2700 Montréal, Québec H3A 3G4.
A copy of this press release may be obtained on the Corporation's SEDAR+ profile at www.sedarplus.ca.
