US private equity firm is attempting a “no premium” take-over in an effort to promote their own self-serving agendas at a critical point in Voxtur’s transformation
Private Equity Nominees have multiple conflicts of interest, lack Canadian public company experience and are not aligned with Voxtur Shareholders
Voxtur Shareholders are urged to vote FOR the management nominees today. For questions or assistance with voting, contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (within North America) +1 416-304-0211 (outside North America), or by email at assistance@laurelhill.com
TORONTO and TAMPA, Fla., June 21, 2024 (GLOBE NEWSWIRE) -- Voxtur Analytics Corp. (TSXV: VXTR; OTCQB: VXTRF) (“Voxtur” or the “Company”), a North American technology company creating a more transparent and accessible real estate lending ecosystem, acknowledges the recent announcement by a group of activist shareholders, led by US-based private equity fund Rice Park Capital Management LP (“Rice Park”), and receipt of director nominees (the “Private Equity Nominees”) for the upcoming Annual General and Special Meeting of shareholders (the “AGM”) scheduled for Friday, June 28, 2024, at 9:00 AM (Eastern Time). The Company is currently reviewing the materials disseminated by Rice Park, but wishes to address its concerns around this development and reiterate its commitment to shareholder value, long-term strategy, and transparency.
The Private Equity Nominees Have Put Forward No Credible Plan
Despite seeking full control of the Voxtur Board of Directors (“Board”) from shareholders, the Private Equity Nominees have not provided any specific nor credible plan, pointing only to a vague strategic plan, operational enhancements, and a strategic review.
The Company has already been diligently executing a comprehensive strategy aimed at enhancing long-term shareholder value that it believes is in the best interests of all shareholders of Voxtur (“Voxtur Shareholders”). Over the past fourteen months, the Company has implemented several initiatives, including:
Strategic Operational Enhancements: Focused efforts on streamlining operations, reducing costs, eliminating debt, and improving efficiency to boost profitability. In fact, since May 2023, the Company reduced operating expenses by approximately $9.5 million CAD annualized and in the last quarter of fiscal 2023, the Company reduced term debt by approximately $23 million CAD.
Strategic Plan: In January 2024, the Company engaged a reputable North American bank to conduct a strategic asset review to identify opportunities for value creation (the “Financial Advisor”), which Nicholas Smith (a Private Equity Nominee) supported while he was Chairman of the Board. Furthermore, the outcome agreed to by the Board at the time was to materially reduce the Company’s debt which would ultimately unlock shareholder value. Under the Company’s current plans, it is expected that debt will be materially reduced by the end of this fiscal year or sooner. Engaging a second strategic review just six months later and while the existing Financial Advisor is engaged would be an unnecessary, costly, and unwelcome distraction as Voxtur focuses on its execution.
Innovative Growth Initiatives: Investment in new technologies, products, and markets to drive sustainable growth and competitive advantage. A cornerstone to this initiative is the technology solutions that Blue Water provides. Despite the underwhelming performance and material financial drain that Blue Water has had on the Company since the time of acquisition, Management has remained committed to and confident in the immense potential that Blue Water has. We have continued to invest in the development of Blue Water’s technology solutions and are confident that as market conditions turn, this investment will become a turning point for the company and will provide material value to shareholders.
The activist shareholder group is in essence attempting to affect a “no premium” takeover of control of the board disguised by a repurposed plan that is already being advanced by the Board. Voxtur Shareholders should be deeply wary of providing control of the board to the Private Equity Nominees at this opportunistic point in time, as the Company’s turnaround is beginning to take shape.
Concerns About Private Equity Nominees’ Multiple Conflicts of Interest and Efforts to Gain Control of Voxtur Without Paying a Premium
Voxtur Shareholders should be aware that the Private Equity Nominees are not aligned with other shareholders. The Company has reason to believe that nearly all of the Private Equity Nominees proposed as directors are engaged in activities that are in direct competition with the Company.
Prior to his resignation as a director of the Company, the Board expressed concerns on multiple occasions to Mr. Smith (as did Al Qureshi, who is now one of the Private Equity Nominees!) regarding Mr. Smith’s conflicts of interest and he was encouraged by the Board to seek independent legal advice regarding his conflict of interest and the potential legal consequences of him failing to declare such conflicts of interest. Shortly after being told to seek such advice, Mr. Smith - presumably on the basis of advice received – abruptly informed the Board that he would be resigning.
Mr. Qureshi approached the Board in early 2024 with a proposal for Mr. Qureshi and a purported financial backer of his to acquire Voxtur. The Company, along with its Financial Advisor determined that the offer was not credible and undervalued.
Furthermore, Rice Park (a former major shareholder of Voxtur’s wholly-owned subsidiaries, Blue Water Financial Technologies, LLC, and Blue Water Financial Technologies Services, LLC (collectively “Blue Water”)), along with Mr. Smith, (former Chairman of the Board, a senior advisor to Blue Water and current Managing Partner and Chief Executive Officer of Rice Park), Chris Bixby (Managing Director, Rice Park), Jeffrey Hilligoss (Senior Advisor to Blue Water) and Mr. Qureshi, (current President of Blue Water) have all had business dealings with each other in the past and have a connection to Blue Water, a prized asset of Voxtur which they sold to Voxtur in 2022. The activist shareholder group is acting “jointly and in concert” and transparently attempting to take control of Blue Water, via Voxtur, without paying shareholders a control premium. It appears the intention of the activist shareholder group is to acquire control over Voxtur without any payment to Voxtur Shareholders as they now see the true potential in Blue Water after Voxtur’s investment post acquisition. This is all the more troubling given Mr. Smith’s reckless conduct which could potentially, if he is successful, push Voxtur into insolvency and allow him and his associates to acquire the assets of Voxtur at a significant discount and leave shareholders high and dry – see “Concerns About Debt Covenant Provisions” below.
Concerns About Illegal Use of Insider Information and Breach of Securities Laws
The Company will be investigating the Private Equity Nominees who may have engaged in the inappropriate use of material non-public information and insider knowledge to further their opportunistic, no premium takeover. The Company takes this matter very seriously and is committed to determining the extent of any inappropriate use of confidential company information and material non-public information and reserves all legal options to protect the Company from the misuse of this information.
“We are deeply concerned about the potential misuse of insider information and are taking all necessary steps to protect the integrity of our operations and the interests of our shareholders,” said Chair and Interim CEO Gary Yeoman. “We are confident that our ongoing initiatives are the right course of action and are fully committed to upholding the highest standards of corporate governance.”
Rice Park, and Messrs. Smith, Hilligoss, Qureshi, Neel and Holthus may also be acting “jointly and in concert” in respect of the 19.3% of the Shares disclosed in the June 19 press release issued by the group of undisclosed shareholders led by Rice Park, as they have had prior business dealings, directly or indirectly, through mutually known persons and have admitted in the information document that they intend to cause all of the shares of the Company owned and/or controlled by them to be voted at the Meeting. This group claims to be the “Voxtur Shareholders for Accountability,” do the Voxtur Shareholders not deserve transparency as to who else forms part of this group, including whether the former CEO of Voxtur, Jim Albertelli, is part of this group?
Concerns over lack of Canadian Public Company Experience, Lack of Qualifications and Troubling Track Record
In order to act as a director of a TSX Venture Exchange listed Company the TSX Venture Exchange considers a number of factors including sufficient public company experience in Canada.
None of the Private Equity Nominees proposed by Rice Park have experience as directors of a Canadian public company, (other than Mr. Smith, who has limited experience), nor have they been approved by the TSX Venture Exchange to act as directors, to the knowledge of the Company. With little to no experience in Canadian capital markets, absence of evidence of TSX Venture Exchange approval for the Private Equity Nominees to act as officers and directors of a public company and based on the existing public track record, serious questions should be raised about their ability to govern appropriately and in the best interest of all shareholders – especially given their conflicts of interest.
Rice Park proposes that Mr. Hilligoss serve as the Chair of the Audit Committee and as the Independent Chair, a position of leadership on the board. Mr. Hilligoss was terminated1 by his former employer, Cargill Financial Services Corporation for, among other reasons: (i) the substantial losses Cargill experienced as a result of investment under his responsibility, (ii) his lack of leadership (evidenced by a trip to Hawaii and upcoming trip to Bermuda at a time when the investment was experiencing serious problems) and (iii) engaging in conduct that created a conflict of interest based on communications he had with an outside entity regarding the potential sale of the investment. Shareholders should give serious pause as to whether Mr. Hilligoss’ judgement is suitable to serve on the Voxtur board at all, let alone as its Independent Chair and Audit Chair.
Concerns About Debt Covenant Provisions
Voxtur Shareholders should be aware that certain covenants in the Company’s credit agreements contain provisions that deem a “change of control” to be an event of default. Surely Mr. Smith, as former Chair of the Board, is aware that the proposed changes to the Board would constitute a “change of control” and trigger an event of default, risking the Company’s solvency and putting the investment of all Voxtur Shareholders at risk. Voxtur Shareholders should ask whether Mr. Smith’s actions are careless, reckless, or opportunistic and to further the true aims of Rice Park and its associates to acquire Voxtur’s assets at a significant discount and to eliminate a competitor.
Concerns About Potential Non-Compliant Proxy Solicitation Process and Intimidation
The Company has been advised that the proxy solicitation process undertaken by the activist shareholder group may be in violation of securities laws. The Company is also investigating these potential transgressions to ensure shareholders and the director election process are protected.
The Company is also deeply alarmed by reports that Voxtur Shareholders and supporters have received threats of legal action from legal counsel representing the dissident shareholder group in an effort to silence any criticism of the Private Equity Nominees, and potentially coerce Voxtur Shareholders from supporting the incumbent Board and management of Voxtur. These are troubling actions in just the first 24 hours of Rice Park’s campaign. If they treat shareholders like this now, can you imagine how they would treat the minority shareholders if they acquired control of Voxtur?
Act Now to Protect Your Investment – Vote Today
The deadline to submit proxy votes in advance of the meeting is June 26, 2024, at 9:00 a.m. (Eastern Time). The Company urges shareholders to REJECT the conflicted Private Equity Nominees and vote FOR each of the Voxtur director nominees: Gary Yeoman, Michael Harris, Ray Williams, and Allan Bezanson.
If you have questions or require assistance with voting, please contact Voxtur’s proxy solicitation agent, Laurel Hill Advisory Group by telephone at 1-877-452-7184 (toll-free in North America), or +1 416-304-0211 (outside North America), or email at assistance@laurelhill.com.
For more information, please visit Voxtur.com or contact Jordan Ross at jordan@voxtur.com.
About Voxtur
Voxtur is a transformational real estate technology company that is redefining industry standards in a dynamic lending environment. The Company offers targeted data analytics to simplify the multifaceted aspects of the lending lifecycle for investors, lenders, government agencies and servicers. Voxtur's proprietary data hub and workflow platforms more accurately and efficiently value assets, originate and service loans, and securitize portfolios. As an independent and transparent mortgage technology provider, the Company offers primary and secondary market solutions in the United States and Canada. For more information, visit www.voxtur.com.
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Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking information”). Any information contained herein that is not based on historical facts may be deemed to constitute forward-looking information within the meaning of Canadian and United States securities laws. Forward-looking information may be based on expectations, estimates and projections as at the date of this news release, and may be identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions. Forward-looking information may include, but is not limited to: the completion of the Issuance; approval of the Issuance by the TSXV; expectations for the effects of certain milestones or the ability of the Company to successfully achieve certain business objectives; the effects of unexpected costs, liabilities or delays; success of software activities; regulatory approval; the competition for skilled personnel; expectations for other economic, business, environmental, regulatory and/or competitive factors related to the Company, or the real estate industry generally; anticipated future production costs; and other events or conditions that may occur in the future. Investors are cautioned that forward-looking information is not based on historical facts but instead reflects estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the information is provided. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance, or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include but are not limited to: additional costs related to acquisitions; ; integration of acquired businesses; implementation of new products; changing global financial conditions, especially in light of the COVID-19 global pandemic; reliance on specific key employees and customers to maintain business operations; competition within the Company's industry; a risk in technological failure or failure to implement technological upgrades in accordance with expected timelines; changing market conditions; failure of governing agencies and regulatory bodies to approve the use of products and services developed by the Company; the Company’s dependence on maintaining intellectual property and protecting newly developed intellectual property; operating losses and negative cash flows; and currency fluctuations. Accordingly, readers should not place undue reliance on forward-looking information contained herein.
This forward-looking information is provided as of the date of this news release and, accordingly, is subject to change after such date. The Company does not assume any obligation to update or revise this information to reflect new events or circumstances except as required in accordance with applicable laws.
Voxtur's common shares are traded on the TSX Venture Exchange under the symbol VXTR and in the US on the OTCQB under the symbol VXTRF.
