News Column

VN Capital Votes to Terminate Unfair Ceres Management Contract

Jul 3 2013 12:00AM

Marketwire

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TORONTO, ONTARIO -- (Marketwired) -- 07/03/13 -- Ceres Global Ag Corp. ("Ceres") minority shareholder VN Capital Management ("VN Capital"), based in New York, publicly announced today that it is voting to terminate the management contract between Ceres and Front Street Investment Management Inc. ("Front Street") at Ceres' July 24th Special Shareholder Meeting because the contract improperly favors Front Street at the expense of the other Ceres shareholders.

"VN Capital is taking this action reluctantly because the Board of Ceres has failed to protect the company and its non-Front Street shareholders from losses caused by Front Street's mismanagement of Ceres' business interests. We are concerned as well with excessive management fees Front Street has charged to Ceres. We have attempted to address these fundamental flaws with Ceres, but the conflicted Front Street-affiliated insiders, abetted by what we believe to be an inadequately independent Board, are committed to the current compromised management model. Thus, VN Capital is asserting its rights as a shareholder to defend the company from further losses," said James Vanasek, a Principal at VN Capital. VN Capital holds 1,174,700 shares or 8.2% of Ceres.

VN Capital's issues stem from the fact that under the management contract's hedge fund terms, Ceres pays Front Street over $3 million of fees per year plus additional expenses regardless of the company's underlying performance - an amount that is excessive and inappropriate for what is now an operating company of Ceres' size.

The management agreement structurally misaligns Front Street's financial interests from those of Ceres' shareholders. To illustrate, since the company's inception, Front Street has collected $15.4 million of fees plus $2.3 million of additional expenses which has more than offset any losses on Front Street's equity stake in Ceres while the non-Front Street shareholders have lost a collective $58 million.

Further, it is VN Capital's position that Front Street's poor job in administering the company's affairs, has driven down Ceres' stock price from the $12.00 per share initial public offering price to the July 2, 2013 closing price of $6.92 per share. Front Street's initial strategy of investing in publicly traded agricultural securities soured, costing Ceres millions of dollars when liquidated three years ago. In 2010, Front Street initiated Ceres' purchase of the Riverland grain storage facilities, and over the past two and a half years turned a profitable business into a chronically losing operation. Now, Front Street wants to repudiate this strategy and sell off grain storage assets in favor of developing the Northgate logistical hub.

"This asset churning and strategic incoherence appear to be Front Street's way of disguising their terrible results so that they can continue to collect their fees under the existing management contract. In VN Capital's opinion, the fact the Board of Ceres has tolerated this over the past five years, demonstrates that it is complicit with this gross mismanagement," Vanasek said.

VN Capital's rationale for voting to terminate the management contract has been reinforced by its belief that the Board of Ceres and Front Street cannot defend the one-sided management contract and Front Street's record so they are resorting to questionable legal reasoning in order to confuse Ceres shareholders. For instance, the Board has taken the position that the extraordinary resolutions are merely advisory in nature even though the management contract provides for a shareholder vote to terminate the management agreement.

Furthermore, the management agreement explicitly prohibits Front Street and its affiliates (Gary Selke, Tom Muir, Michael Detlefsen, Frank Mersh, David Conway and Jason Gould) from voting in connection with an extraordinary resolution to remove Front Street as manager, yet the conflict-ridden Board is allowing them to vote in order to distort the results in their favor.

Vanasek added, "We believe that these steps show that the Board and Front Street will take desperate measures in order to prevent Ceres shareholders from ending this incestuous contractual arrangement. In VN Capital's opinion, Ceres' arrogant and dismissive attitude to the corporate governance issues raised, further reinforces the disdain for the company's non-Front Street shareholders."

Ceres shareholders will vote on an extraordinary resolution approving the termination of the management agreement between Ceres and Front Street and provide irrevocable notice of such termination to Front Street. The meeting will be held at the Chairman's Boardroom at One King Street West, Toronto, Ontario on July 24, 2013 at 11:00am (Toronto time).

About VN Capital Management

VN Capital Management, LLC is a non-registered investment advisory firm located in New York, New York that was founded in 2002 by P. Donnell Noone and James T. Vanasek. The firm manages the VN Capital Fund I, LP, a Delaware based hedge fund that holds a concentrated portfolio of small-cap equities.

About Ceres Global Ag Corp.

Ceres Global Ag Corp. owns 100% of Riverland Ag Corp., owns a 25% interest in Stewart Southern Railway Inc. Riverland Ag Corp. is an agricultural grain storage and handling and supply chain business operating 11 grain storage facilities in Minnesota, North Dakota, New York, Wisconsin and Ontario having aggregate storage capacity of approximately 52 million bushels. Stewart Southern Railway Inc. is a short line rail company that operates in Southeastern Saskatchewan as our commodities logistics division. Ceres common shares trade on the Toronto Stock Exchange under the symbol "CRP".



Contacts:
VN Capital Management, LLC
James T. Vanasek
212 393 1140
jtv@vncapital.net

Jesson + Company Communications Inc.
Nicola Blazier
416 323 7828
nblazier@jessonco.com





Source: Marketwire


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