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Press release from Business Wire

Octavian Sends Letter to Fellow EnerCare Shareholders

<p class='bwalignc'> <b>Urges Shareholders to Vote Their <span class='bwuline'>YELLOW</span> Form of Proxy Today</b> </p>

Thursday, April 12, 2012

Octavian Sends Letter to Fellow EnerCare Shareholders07:00 EDT Thursday, April 12, 2012 NEW YORK (Business Wire) -- Octavian Advisors, LP, the largest shareholder of EnerCare Inc. (TSX: ECI), which owns approximately 13% of EnerCare's outstanding common shares and has been a shareholder for more than two years, today sent the following letter to its fellow shareholders urging them to vote their YELLOW form of proxy FOR the addition of Octavian's highly qualified nominees to EnerCare's Board of Directors at the annual and special meeting of shareholders scheduled to be held on April 30, 2012. April 12, 2012 Dear Fellow Shareholders: VOTE YOUR YELLOW FORM OF PROXY TODAY TO ELECT DIRECTORS WHO WILL LOOK OUT FOR YOUR BEST INTERESTS With the April 30 annual and special meeting of shareholders (the “Meeting”) just a few weeks away, we strongly urge you to vote your YELLOW form of proxy today to expand EnerCare's Board to 10 members and elect four highly qualified directors: Beth Horowitz, Graham Senst, T. Richard Turner, and Richard Hurowitz. These experienced nominees – three of whom are completely independent and one of whom represents the company's largest shareholder – will have the best interests of shareholders as their top priority. If elected, they will work tirelessly to address EnerCare's long-term underperformance under the current Board of Directors. As a long-term shareholder in EnerCare that manages the investments of pension funds, mutual funds, families, and other investors, Octavian has a strong interest in EnerCare's success and future growth and only wants to do what is best for the company and ALLits shareholders. We have continued to purchase shares of EnerCare because we believe the company has tremendous potential that the current Board is failing to unlock. ENERCARE'S BOARD HAS DESTROYED VALUE Do not let EnerCare distract you from its lackluster performance with self-serving calculations that conspicuously exclude dividends from the benchmark index while simultaneously including them for EnerCare. The ugly fact is that since EnerCare's IPO in 2002 until April 27, 2011, the last trading day before Octavian announced it may seek changes to EnerCare's Board composition, EnerCare shares were up only 57% versus an increase of 145% for the S&P/TSX Composite Index. On the contrary, since Octavian made its announcement on April 28, 2011, EnerCare shares are up 46%. Over the same period, the Canadian market has decreased by 12%.* IT IS TIME FOR CHANGE For over two years, Octavian has been urging EnerCare's Board to address the undervaluation of your EnerCare shares and to explore all available options to enhance value for shareholders. In fact, IT WAS OCTAVIAN THAT RECOMMENDED THAT ENERCARE INCREASE ITS MONTHLY DIVIDEND a year ago, well before the Board finally authorized the recent increase. Octavian believes there are several other initiatives that EnerCare should at least examine, which it has failed to do so far, that have the potential to significantly increase the value of your investment, including: Payment of a Special Dividend - An increase in leverage by less than one turn could potentially permit the company to pay out to shareholders a special dividend of $2.50 per share while maintaining the regular monthly dividend. Spin-off of the Submetering Business - A spin-off of EnerCare's fast growing but cash burning submetering business could potentially lead to a higher valuation than currently implied, as investors seeking primarily growth rather than dividends could participate directly while the rental business would benefit from a reduced cash drain allowing for higher dividends. Share Buyback – A share buyback could provide the company with the ability to enhance the value of shareholders' investment by increasing earnings per share. Furthermore, by investing in its own stock, the company would send a strong signal to the market, demonstrating the Board's own confidence in EnerCare's future growth. Sale of the Company - A sale of the company should also be explored as one potential alternative, as private market valuation could be significantly higher than EnerCare's current share price. Based on the on Board's actions to date, it is clear that under the current leadership, the Board has not even been willing to consider these alternatives. YOUR INVESTMENT IS AT GREAT RISK Under James Pantelidis' leadership, the current Board has severely mishandled your investment. We believe that your EnerCare shares should have a significantly higher value in today's market but, as a result of the current Board's many missteps, shareholder value has been destroyed. The Board's long line of mistakes includes: Missing strategic opportunities, including an opportunity to sell the company in 2007 at the high premiums that were then available and which a major competitor took advantage of. Selling EnerCare shares at $4.95 per share in a dilutive and unnecessary offering. Failing to adequately prepare for competitive threats. Ignoring regulatory risks and making an acquisition in an industry that regulators subsequently shut down for almost two years. DO NOT EXPOSE YOUR INVESTMENT TO CONTINUED MISMANAGEMENT UNDER THE LEADERSHIP OF JAMES PANTELIDIS Rather than working to create value for EnerCare shareholders, the Board under the leadership of Mr. Pantelidis has focused on furthering its own agenda and taken repeated actions to entrench itself and disenfranchise shareholders. In fact, Mr. Pantelidis has exhibited an extreme hostility towards shareholders, going to great lengths to deny shareholders any Board representation. Some recent examples of Mr. Pantelidis' behavior include: Insisting on serving as chair of the Meeting despite his clear conflicts of interest in doing so, and failing to agree to our reasonable request that a mutually agreed-upon independent chair be appointed to conduct the Meeting. Leading a director nomination process that was never intended to include representatives nominated by shareholders, and in particular the Octavian nominees. Cynically breaching the company's individual voting policy by taking the position that it will not apply at the Meeting although it was adopted for the stated purpose of ensuring that each director of the Board “should carry the confidence and support of EnerCare's shareholders.” Circulating a deliberately confusing form of proxy that could potentially result in an absurd outcome of twelve directors being elected at the Meeting, without providing shareholders with any explanation as to how this outcome might be addressed at the Meeting. If the current Board continues to control the direction of the company with no shareholder oversight, your investment will remain at high risk. YOU NEED INDEPENDENT REPRESENTATIVES ON THE BOARD We believe immediate change is needed in order to get EnerCare back on the right path and increase value. Shareholders deserve to have independent and experienced representatives on the Board who will protect their interests and examine all available value-creating opportunities. Octavian's highly qualified, independent nominees have the skills and proven expertise to help guide the company in the right direction. If elected, the Octavian nominees would be a MINORITY of the directors and therefore would not be able to take actions without agreement from the rest of the Board. Our nominees would aim to effect positive change by working constructively with their fellow directors to correct EnerCare's substantial long-term underperformance and increase the value of your shares.YOUR VOTE IS IMPORTANT – VOTE YOUR YELLOW FORM OF PROXY TODAY We urge you to support Octavian's proposal to expand the Board to 10 and elect the four highly qualified Octavian nominees and six of the current directors. Octavian is seeking only one Board seat for itself – the three other candidates are completely independent, highly experienced professionals who have had no prior relationship with Octavian and were identified by an executive search firm for their ability to create value for EnerCare and its shareholders. Please sign, date, and return the enclosed YELLOW form of proxy today. In order for your vote to be eligible, we must receive your proxy in advance of the deadline of 10:00 a.m. (Toronto time) on April 26, 2012. You may do this even if you have previously signed a form of proxy in support of management – the more recent proxy automatically revokes the earlier one. If you have questions about how to complete your YELLOW form of proxy, please call MacKenzie Partners, Inc. at 1-800-322-2885 (toll-free) or 212-929-5500 or e-mail enercare@mackenziepartners.com and they will assist you. Collect calls will be accepted. We look forward to working together with you to achieve positive change at EnerCare that will increase the value of your investment. Yours sincerely, Richard A. HurowitzChairman and Chief Executive OfficerOctavian Advisors, LP * Calculations include dividends but do not assume they are reinvested. * * * For more information on how to vote your YELLOW form of proxy, as well as access to other important materials, please visit www.ShareholdersForEnerCare.com. About Octavian Advisors, LP Octavian Advisors, LP is a global investment firm with offices in New York and London. The firm focuses on special situations and distressed investments in international markets, and has successfully invested in over 40 countries on six continents. Octavian currently manages approximately $1 billion for leading endowments, foundations, pension funds, family offices and institutions. Cautionary Statement Regarding Forward-Looking Information Certain information in this press release may constitute “forward-looking information”, as such term is defined in applicable Canadian securities legislation, about the objectives of Octavian as they relate to EnerCare, the potential impact of certain initiatives on the value of EnerCare shares, the impact of the Octavian Nominees, if elected, on the financial condition, results of operations, business strategies, revenue enhancements, competitive position of EnerCare, the risks related to shareholders' investment in EnerCare if the current board continues to control the direction of EnerCare, and other matters. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. Material factors or assumptions that were applied in providing forward-looking information, include, but are not limited to, EnerCare's future growth potential, its results of operations, future cash flows, the future performance and business prospects and opportunities of EnerCare, the election of the Octavian Nominees, the ability of the Octavian Nominees, if elected, to effect positive change at EnerCare, that the six of the current directors recommended by Octavian for election to EnerCare's Board at the annual and special meeting of shareholders scheduled to be held on April 30, 2012 (the “Management Nominees”) will consent to serve on EnerCare's Board with the Octavian Nominees and the current general regulatory environment and economic conditions remaining unchanged. Forward-looking information contained in this press release reflect current expectations of Octavian regarding future events and operating performance of EnerCare, and speak only as of the date of this press release. Such forward-looking information is based on currently available competitive, financial and economic data and operating plans and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of EnerCare, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Recent events in global financial and credit markets have resulted in abnormally high market volatility and a level of uncertainty not seen in decades. Such uncertainty may continue to impact the global, North American and Canadian economies in unpredictable ways and may impact the results of EnerCare in a manner which is currently impossible to ascertain. Many other factors could also cause EnerCare's actual results, performance or achievements to vary from those expressed or inferred herein, including without limitation, the possibility that the anticipated benefits from the election of the Octavian Nominees cannot be fully realized or may take longer to realize than expected; that the six Management Nominees will not consent to serve on EnerCare's Board with the Octavian Nominees; the ability of EnerCare to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners following the election of the Octavian Nominees; the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; availability of credit and other financing; and the financial markets in general. Many of these risks and uncertainties could affect EnerCare's actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking information provided by Octavian. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Octavian's course of action would depend upon its assessment of the future considering all information then available. Should any factor affect EnerCare in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. All of the forward-looking information reflected in this press release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Octavian will be realized or, even if substantially realized, that they will have the expected consequences for EnerCare. Forward-looking information is provided and forward-looking statements are made as of the date of this press release and except as may be required by applicable law, Octavian disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Investors:Mackenzie Partners, Inc.Larry Dennedy, 212-929-5239ldennedy@mackenziepartners.comorMackenzie Partners, Inc.Charlie Koons, 212-929-5708ckoons@mackenziepartners.comorMedia:Sard Verbinnen & CoJonathan Doorley, 212-687-8080jdoorley@sardverb.com