About VN Capital
James T. Vanasek and Patrick Donnell Noone founded VN Capital in March 2002 and VN Capital launched its first and only fund, the VN Capital Fund I, LP, in June 2002. In addition, since September 2012, pursuant to an investment management agreement VN Capital acts as the investment manager for PVF-JP, LP a Delaware Limited Partnership (the "PVF Partnership"), which is operated in a manner similar to the VN Capital Fund I, LP. VN Capital exercises control or direction over the voting of the securities held by the VN Capital Fund I, LP and the PVF Partnership.
VN Capital was founded on the belief that long term wealth accumulation is derived from exhaustive bottom-up proprietary research coupled with a conservative, value equity investing philosophy exhibiting low portfolio turnover, minimal expenses, and selective hedging. VN Capital manages a concentrated portfolio of six to twelve small and micro-cap stocks that are publicly traded in the United States and Canada from easily understood industries that are either overlooked by the broad investment community or that are unfairly tainted by news affecting their respective economic areas.
VN Capital Fund I, L.P. is a Delaware limited partnership formed to engage in the business of acquiring, holding and disposing of investments in various companies. The general partners of VN Capital Fund I, L.P. are VN Capital and Joinville Capital Management, LLC ("Joinville"). VN Capital and Joinville are Delaware limited liability companies formed to be the general partners of VN Capital Fund I, L.P. Messrs. Vanasek and Noone are the Managing Members of VN Capital and Joinville, and have been since March 2002, and have held no other occupations during that time. The address of the principal offices of VN Capital is 1133 Broadway, Suite 1609, New York, New York 10010. The business address of Messrs. Vanasek and Noone is c/o VN Capital at the foregoing address.
None of VN Capital or Messrs. Vanasek or Noone have been dissidents of any body corporate in the past ten years.
Background to and Nature of VN Capital's Dissident Activities
VN Capital first invested in Ceres on August 6, 2010 and over the next two years Messrs. Vanasek and Noone regularly spoke with Ceres' Chief Financial Officer, Jason Gould, after the company released its quarterly financial results. In addition, Messrs. Vanasek and Noone travelled to Toronto on January 17, 2012 and met with members of Ceres' leadership team - Tom Muir, Chief Transactions Officer, and Mr. Gould. During those conversations, VN Capital repeatedly reiterated the need for Ceres to have better shareholder communications, improved corporate governance and for Ceres to make the transition to a true operating company by terminating the Front Street management agreement and replacing it with an internal management team.
After not seeing any progress by Ceres on those fronts, on November 20, 2012 Mr. Vanasek contacted Mr. Gould and requested a meeting with John Heimbecker, the chair the Nominating and Corporate Governance Committee of the Board of Ceres, to bring these matters to his attention. Mr. Gould arranged a conference call on December 20, 2013 for VN Capital, however Mr. Heimbecker failed to participate. Gary Selke, Chief Executive Officer, and Messrs. Muir and Gould were present on behalf of Ceres.
After making numerous attempts during January 2013 to try and speak with Mr. Heimbecker to no avail, on January 28, 2013 VN Capital sent a letter to Mr. Selke advising of its intention to formally requisition a special meeting of shareholders to vote to terminate the management agreement between Ceres and Front Street. In the letter, VN Capital stated its opinion that the excessive management fees paid to Front Street, the open nature of the management agreement and incentive fee structure, and Ceres' poor corporate governance and inadequate investor relations program had dragged down Ceres stock price.
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