Later the same day that the Opposed Transaction was announced, Ithaca filed on SEDAR its notice of meeting and record date which set a meeting date of April 8, 2013 for a special meeting of shareholders (a copy of which is available on SEDAR), being the last possible date requested by JEC. The meeting at which the Opposed Transaction will be determined by shareholders of Valiant (and the conflicted shareholders of Ithaca) is set to occur on April 2, 2013.
While the Valiant discussions may have been ongoing before the Requisition, it is plain to see the entrenchment games being played by the Ithaca Board and management team. Not only was the Opposed Transaction structured to circumvent regulatory rules for a disinterested shareholder vote, but the Ithaca Board and management team thought it appropriate to call a special meeting of shareholders on the last possible day requested in the Requisition, being April 8, 2013, which is six days after the Valiant shareholder meeting to approve the Opposed Transaction and which also contemplates the addition of two Valiant board members to the Ithaca Board.
Ithaca has structured the Opposed Transaction specifically to avoid a shareholder vote, to thwart the Requisition as well as to flout the will of its shareholders and the rules of the regulators. Not only is this alarming in its own right, but Ithaca's timing in announcing and setting a special meeting date in respect of the Requisition following the date on which the Opposed Transaction will be voted on by Valiant shareholders, is simply egregious.
Ithaca is not seeking shareholder approval for the Opposed Transaction as it has stated in the Press Release that shareholder approval is not required.
We implore the Ithaca Board to reconsider its position and obtain disinterested shareholder approval for the Opposed Transaction.
If you share our views, we encourage you, as a disinterested shareholder of Ithaca, to voice your distaste for the actions of the Ithaca Board and similarly demand that the Opposed Transaction be put to a disinterested shareholder vote.
We have shared our views on the Opposed Transaction and the subversive conduct of the Ithaca Board with the Toronto Stock Exchange, the London Stock Exchange and the Alberta Securities Commission and will be taking such further steps in those and other forums as are appropriate to protect the interests of JEC as a shareholder of Ithaca. It is incumbent on shareholders of Ithaca to make it known to the Ithaca Board that we will not accept such reckless disregard for our reasoned concerns and to publicly oppose the Opposed Transaction until the Ithaca Board gives us the disinterested shareholder vote we deserve. We look forward to receiving your support on these matters.
Yours very truly,
JEC Capital Partners
Information in Support of Public Broadcast Solicitation
JEC 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 JEC, and not by or on behalf of the management of Ithaca.
The address of Ithaca is Suite 1600, 333-7th Avenue S.W., Calgary, Alberta, Canada.
The information required by Form 51-102F5 - Information Circular is disclosed in this press release, a copy of which is also available on Ithaca's company profile on SEDAR at www.sedar.com.
Proxies for the Ithaca shareholders' meeting may be solicited by mail, telephone, email or other electronic means as well as by newspaper or other media advertising, and in person by managers, directors, officers and employees of JEC, who will not be specifically remunerated therefor. In addition, JEC may 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. JEC may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of JEC. All costs incurred for the solicitation will be borne by JEC.
JEC is not requesting that Ithaca shareholders submit a proxy at this time. Once JEC has commenced a formal solicitation of proxies, a registered holder of common shares of Ithaca that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by JEC, or as otherwise provided in the final proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Ithaca at any time up to and including the last business day preceding the day the meeting of Ithaca shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law. A non-registered holder of common shares of Ithaca will be entitled to 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 holder by its intermediary.
To the knowledge of JEC, neither JEC nor any of its managers, directors or officers, or any associates or affiliates of the foregoing, nor any of the JEC director nominees, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Ithaca's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Ithaca or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the meeting of Ithaca shareholders other than the election of directors.
JEC Capital Partners
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