- Premium tender offer for up to 10,000,000 common shares at
$1.20 per common share in cash
(representing a significant premium of approximately 22% to the
closing price of the Company's common shares on the TSXV on
March 20, 2023 and a 23% premium to
the volume-weighted average price of the Company shares on the TSXV
for the thirty (30) trading days preceding the announcement of the
Tender Offer)
- Pelham LP's tender offer provides shareholders the
opportunity to realize liquidity in a stock with limited trading
volume and a pattern of poor corporate governance
- The deadline to tender your shares is 5:00 p.m. (Eastern Time) on April 25, 2023
- Shareholders who have questions with respect to the Tender
Offer should contact Laurel Hill Advisory Group, the Depositary and
Information Agent for the Tender Offer, at 1-877-452-7184 (North
America Toll Free), 416-304-0211 (Calls Outside North America) or
by email at assistance@laurelhill.com
- Contrary to the Company's assertions, Pelham's Tender Offer is neither a
"scheme", nor is it "coercive", or a "mini-tender"
- In light of the historically excessive executive
compensation at Nickel 28, the board's adoption of a "poison pill"
plan is difficult to reconcile with its fiduciary duty to
shareholders
NEW
YORK, April 19, 2023 /CNW/ - Pelham Investment
Partners LP ("Pelham LP") would like to thank shareholders
of Nickel 28 Capital Corp. (formerly Conic Metals Corp.) (TSXV:
NKL) ("Nickel 28" or the "Company") who have already
tendered to Pelham LP's tender offer for up to 10,000,000 common
shares of Nickel 28, at a price of $1.20 per share, payable in cash (the "Tender
Offer").
Pelham LP reminds shareholders who are interested in
participating in the Tender Offer to tender their shares well in
advance of the Tender Offer deadline of 5:00
p.m. (Eastern Time) on April 25,
2023 (the "Expiry Time"), to ensure instructions are
received in a timely manner. Beneficial owners of common shares of
Nickel 28 who wish to participate in the Tender Offer should
contact their investment dealer, broker or other intermediary as
they may set a deadline for the receipt of deposit instructions
that is earlier than the Expiry Time.
Pelham Reiterates Reasons Accept Premium Tender
Offer:
All-Cash Premium - Shareholders will receive liquidity at
a significant premium of approximately 22% to the closing price of
the Company's common shares on the TSX Venture Exchange (the
"TSXV") on March 20, 2023,
being the trading day prior to the date of announcement of the
Tender Offer, and of approximately 23% to the volume-weighted
average price of the Company shares on the TSXV for the thirty (30)
trading days preceding the announcement of the Tender Offer;
Management Lacks Independent Oversight – The Company's
management team lacks adequate independent oversight, which Pelham
LP believes has contributed to excessive executive
compensation. If left unchecked, Pelham LP believes that such
excessive executive compensation will materially and continuously
dilute shareholders' ownership in, and reduce the value of, their
investment in the Company;
Limited Liquidity - Pelham LP believes that another
liquidity event for shareholders is unlikely. Management's ongoing
receipt of excessive compensation dis-incentivizes them from
pursuing a sale even if it is in the best interests of all
shareholders; and
Shareholders Need a Voice - Pelham LP believes that, in
the absence of a motivated large shareholder, it seems unlikely
that the Company's governance will improve and, over time,
management's ownership of the Company will continue to creep.
Pelham LP reiterates that it is open to speaking with management
and, if needed, is prepared to take an active role in ensuring the
future success of the Company, for the benefit of all
shareholders.
More details can be found at www.nickel28offer.com
Pelham LP Comments on the Company's Recent Press
Release:
With respect to the Company's most recent press release dated
April 12th, 2023, Pelham
LP is disappointed that the Company's management continues to
mislead shareholders by mischaracterizing the Tender Offer,
describing it as (among other things), a "mini-tender" and claiming
that it is "predatory", "coercive", and a "scheme". It is
none of these things. As the Company's management team knows
full well, the Tender Offer (which is being made at a 22%
premium to the Company's share price as noted above), very
clearly does not meet the accepted view of what securities
regulators describe as "mini-tenders", in that the Tender Offer is
not being made at a price below the market price, and is
being made fairly and openly to all shareholders of the Company.
The Tender Offer complies with all applicable laws and represents
an opportunity for shareholders to access immediate liquidity at a
premium, should they choose to do so.
Citing a need to protect against "unequal treatment" of
shareholders, Nickel 28's board also announced in its latest news
release the adoption of a shareholder rights plan (known as a
"poison pill"), with the stated intention of protecting against
"creeping" bids and unequal treatment of shareholders.
Meanwhile, over the last four years, the board countenanced
the accumulation by management of a whopping 26.5% stake in the
company, the vast majority of which was simply granted to them as
equity-based "incentive", which is to say that the large majority
of management's 26.5% stake was granted at the direct expense of
non-management owners. From Pelham LP's perspective, the only
significant threat to shareholders from a "creeping" bid or
some other unequal treatment is posed by the management team at
Nickel 28.
For the board to have endorsed this appropriation of shareholder
wealth by management on the one hand, but to have adopted a "poison
pill" in response to Pelham's
premium cash offer for shares on the other should cause
shareholders to question whose interests Nickel 28's board serves
in its supervision of the Company's business.
Shareholder Questions
Shareholders who have questions with respect to the Tender
Offer, or who need assistance in depositing their common shares,
please contact the depositary and information agent for the Tender
Offer, Laurel Hill Advisory Group:
North America Toll Free:
1-877-452-7184
Calls outside North America:
1-416-304-0211
Email: assistance@laurelhill.com
Additional Information
Pelham LP is relying on the exemption under section 9.2(4) of
National Instrument 51-102 – Continuous Disclosure Obligations to
make this public broadcast solicitation. The following information
is provided in accordance with corporate and securities laws
applicable to public broadcast solicitations.
This solicitation is being made by Pelham LP, and not by or on
behalf of management of Nickel 28. Laurel Hill Advisory Group will
receive a fee of $87,500 for its
services as Depositary and Information Agent under the Tender Offer
plus ancillary payments and disbursements. Based upon publicly
available information, Nickel 28's registered office is located at
666 Burrard Street, Suite 2500, Vancouver, BC V6C 2X8, Canada and its head office is located at 155
University Ave., Suite 1240, Toronto,
Ontario M5H 3B7, Canada.
Pelham LP is soliciting 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 press release, speech or
publication, and by any other manner permitted under applicable
Canadian securities laws. In addition, this solicitation may be
made by mail, telephone, facsimile, email or other electronic means
as well as by newspaper or other media advertising and in person by
representatives of Pelham LP. All costs incurred for such
solicitation will be borne by Pelham LP.
A registered shareholder who has given a proxy under the terms
of the Letter of Transmittal may, prior to its common shares being
taken up and paid for under the Tender Offer, revoke the proxy by
instrument in writing, including a proxy bearing a later date. The
instrument revoking the proxy must be deposited at the registered
office of Nickel 28 at any time up to and including the last
business day preceding the date of the meeting or an adjournment or
postponement thereof, or with the Chair of the meeting on the day
of the meeting, or in any other manner permitted by law, provided
that, in each circumstance, a copy of such revocation has been
delivered to Laurel Hill Advisory Group, as Depositary and
Information Agent, at its principal office in Toronto, Ontario, Canada prior to the common
shares relating to such proxy having been taken up and paid for
under the Tender Offer. A non-registered shareholder may revoke a
form of proxy or voting instruction form given to an intermediary
at any time by written notice to the intermediary in accordance
with the instructions given to the non-registered shareholder by
its intermediary. Non-registered shareholders should contact their
broker for assistance in ensuring that forms of proxies or voting
instructions previously given to an intermediary are properly
revoked. None of Pelham LP nor, to its knowledge, any of its
associates or affiliates, has any material interest, direct or
indirect, in any transaction since the commencement of Nickel 28's
most recently completed financial year, or in any proposed
transaction which has materially affected or will materially affect
Nickel 28 or any of its subsidiaries. None of Pelham LP nor, to its
knowledge, any of its associates or affiliates, has any material
interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, in any matter to be acted upon at any
upcoming shareholders' meeting, other than as set out herein.
Cautionary Statement Regarding
Forward-Looking Information
Certain statements contained in this press release, including
without limitation statements regarding taking up and paying for
common shares deposited under the Tender Offer, Pelham LP's
assessment of the consequences of what it believes to be governance
failings at the Company, contain "forward-looking information" and
are prospective in nature. Statements containing forward-looking
information are not based on historical facts, but rather on
current expectations and projections about future events, and are
therefore subject to risks and uncertainties that could cause
actual results to differ materially from the future outcomes
expressed or implied by the statements containing forward-looking
information. Often, but not always, statements containing
forward-looking information can be identified by the use of
forward-looking words such as "plans", "expects", "intends",
"anticipates", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might", or "will" be taken, occur or be
achieved. Although Pelham LP believes that the expectations
reflected in statements containing forward-looking information
herein made by it (and not, for greater certainty, any
forward-looking statements attributable to the Company) are
reasonable, such statements involve risks and uncertainties, and
undue reliance should not be placed on such statements. Material
factors or assumptions that were applied in formulating the
forward-looking information contained herein include the assumption
that the business and economic conditions affecting the Company's
operations will continue substantially in the current state,
including, without limitation, with respect to industry conditions,
general levels of economic activity, continuity and availability of
personnel, local and international laws and regulations, foreign
currency exchange rates and interest rates, inflation, taxes, that
there will be no unplanned material changes to the Company's
operations, and that the Company's public disclosure record is
accurate in all material respects and is not misleading (including
by omission). Pelham LP cautions that the foregoing list of
material factors and assumptions is not exhaustive. Many of these
assumptions are based on factors and events that are not within the
control of Pelham LP and there is no assurance that they will prove
correct. Important facts that could cause outcomes to differ
materially from those expressed or implied by such forward-looking
information include, among other things, actions taken by the
Company in respect of the Tender Offer, the content of subsequent
public disclosures by the Company, the failure to satisfy the
conditions to the Tender Offer, general economic conditions,
legislative or regulatory changes and changes in capital or
securities markets. These are not necessarily all of the important
factors that could cause actual results to differ materially from
those expressed in any of Pelham LP's forward-looking information.
Other unknown and unpredictable factors could also impact outcomes.
Statements containing forward-looking information in this press
release are based on Pelham LP's beliefs and opinions at the time
the statements are made, and there should be no expectation that
such forward-looking information will be updated or supplemented as
a result of new information, estimates or opinions, future events
or results or otherwise, and Pelham LP disclaims any obligation to
do so, except as required by applicable law.
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content:https://www.prnewswire.com/news-releases/pelham-investment-partners-lp-notes-the-approaching-deadline-for-its-premium-tender-offer-for-nickel-28-shares-and-comments-on-nickel-28s-301801742.html
SOURCE Pelham Investment Partners LP