Simpson Oil's approach runs counter to Parkland's continuing good faith efforts to reach a resolution with its significant shareholder
Parkland will vigorously defend the interests of all shareholders while remaining open to continued negotiations to resolve differences with SOL
CALGARY, AB, Aug. 13, 2024 /PRNewswire/ - Parkland Corporation ("Parkland", "we", the "Company", or "our") (TSX: PKI) is surprised and disappointed by the application initiated by Simpson Oil Limited ("SOL") today in the midst of Parkland's ongoing, good faith efforts aimed at resolving its differences with SOL. The Company firmly rejects any characterization by SOL that the routine turnover in the management team over the past five years resulted in a material adverse change that would relieve SOL of any of its obligations under the Governance Agreement. This desperate legal maneuvering is without precedent.
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"Parkland has worked tirelessly to resolve differences with SOL whose latest actions indicate they are seeking greater influence over our Board than we believe is in the best interests of all our shareholders," said Michael Jennings, Chairman of Parkland's Board of Directors.
"Parkland's Board and Management are aligned in defending the Company's rights and the interests of all its shareholders," added Jennings. "We continue to remain open to a constructive resolution with SOL. We are ready to reengage with SOL at any time and are committed to reaching a resolution that maximizes shareholder value, ensures good governance practices, and protects the rights and interests of all our shareholders."
Ongoing Efforts to Reach Amicable Resolution
Parkland has worked to resolve differences with SOL, aiming to enhance investor confidence and maximize value for all shareholders. The Company has made significant strides on several matters of concern to SOL, including the transition to our new Chairman Michael Jennings, and ongoing Board renewal, with three recent new Director appointments.
To find resolution with SOL, Parkland remains willing to sunset the 2019 Governance Agreement and reappoint two SOL nominees to the board, in order to allow Parkland to continue to execute its strategy without disruption.
Despite these latest disruptions, Parkland and its management team remain committed to delivering shareholder value by executing its strategic plan focused on organic growth, improving returns, debt reduction, and doubling cash flow per share.
Background on the Governance Agreement
The Governance Agreement was entered into freely by SOL on January 8, 2019, as part of the transaction where Parkland acquired 75 percent of SOL Investment, resulting in SOL becoming a significant shareholder of Parkland.
Governance agreements are a common instrument, where a transaction creates a significant shareholder, designed to assure certainty and stability to the company and help protect the rights of all other shareholders.
About Parkland Corporation
Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 26 countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers' needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.
Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are deeply embedded across our organization.
Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking information and statements (collectively, "forward-looking statements"). When used in this news release, the words "aim", "continue", "focus", "will", "would" and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the execution of Parkland's corporate strategy, Parkland's strategic plan and the focus thereof, Parkland's contractual rights and the enforcement of such rights, including the terms of the Governance Agreement, Parkland's plan to focus on organic growth, improving returns, debt reduction, and doubling cash flow per share, and Parkland's Customer Advantage and Supply Advantage.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland's ability to execute its business strategy; action by other companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" in Parkland's current Annual Information Form, and under the headings "Forward-Looking Information" and "Risk Factors" in Parkland's Management's Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland's website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
