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Press release from Business Wire

Octavian Issues Letter to Fellow EnerCare Shareholders

<p class='bwalignc'> <b>Urges Shareholders to Vote their <span class='bwuline'>YELLOW</span> Form of Proxy and Elect Octavian's Highly Qualified Nominees to the Board</b> </p>

Tuesday, April 24, 2012

Octavian Issues Letter to Fellow EnerCare Shareholders07:00 EDT Tuesday, April 24, 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 issued 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 24, 2012 Dear Fellow Shareholders: IT'S UP TO YOU TO DECIDE ENERCARE'S FUTURE On April 30, EnerCare's future direction will be decided. The main question you as a shareholder need to ask yourself is: Do you believe EnerCare's current Board of Directors has your best interests at heart? Over the last few weeks, EnerCare's Board of Directors, under the leadership of James Pantelidis, has transparently revealed its true agenda. Mr. Pantelidis has told Octavian from the outset that under no circumstances should shareholders be represented on the Board and he has done everything he can, including unconscionably spending your money on a wasteful smear campaign, to avoid having a minority of directors in the Boardroom who are independent from him. The Board has distorted facts, engaged in malicious name-calling, and even resorted to buying votes in order to maintain its iron grip on the Company that rightly belongs to you, EnerCare's shareholders. Unfortunately, it is quite clear what is going on here. SHAREHOLDERS CAN DEMAND CHANGE BY VOTING THEIRYELLOW FORM OF PROXY TODAY Octavian has requested minority representation on the Board for us and our fellow shareholders. Octavian's interests are entirely aligned with yours and three of our directors are well-known and accomplished Canadian executives who were selected by an executive search firm and have no previous affiliation with us. If successful, our nominees would represent a MINORITY of the Board and would work tirelessly to protect your best interests. Shareholders should be alarmed that this proposition is so disturbing to Mr. Pantelidis and the current Board. Rather than working to create value for EnerCare shareholders, the company's current Board has focused on furthering its own agenda, taking repeated actions to entrench itself and disenfranchise shareholders. This egregious behavior is clearly demonstrated by the Board's recently announced plan to pay a solicitation fee for shares voted against Octavian's director nominees. EnerCare shareholders should be outraged by the Board's cynical plan to buy votes at shareholders' expense. This extreme tactic is an extraordinary abuse of power and waste of company resources that highlights the lengths to which the current directors will go to further entrench themselves and prevent shareholder representation in the Boardroom. Many of our fellow shareholders with whom we have spoken agree: it is time for change at EnerCare. You can have your voice heard by voting your YELLOW form of proxy to expand EnerCare's Board to 10 members and elect four highly qualified directors: Beth Horowitz, Graham Senst, T. Richard Turner, and Richard Hurowitz. OCTAVIAN IS COMMITTED TO MAXIMIZING THEVALUE OF YOUR INVESTMENT As a long-term shareholder in EnerCare, Octavian has a strong interest in EnerCare's success and future growth and only wants to do what is best for the company and ALL its shareholders. We shareholders are all aligned and whatever benefits are received are shared with all shareholders, regardless of size. In fact, Octavian's efforts on behalf of all shareholders have played a significant role in the recent improved performance of EnerCare's stock price. Since April 27, 2011, the last trading day before Octavian announced it may seek changes to EnerCare's Board composition, EnerCare shares have returned 46% while the S&P/TSX Composite Index has decreased 12%.* While we are pleased we've been able to create value for our fellow shareholders, there is more work to be done. We have continued to purchase shares of EnerCare because we believe the Company has tremendous potential that the current Board is failing to unlock. The current directors, on the other hand, collectively own less than 0.3% of EnerCare shares but receive approximately $750,000 in fees every year. This concern is heightened by Mr. Pantelidis' statements to Octavian that some directors “live off of director fees” and that shareholders should not have Board representation because the “Board knows better than the shareholders.” DON'T BE FOOLED BY ENERCARE'S ATTEMPTS TO DISTORT THE TRUTH To conceal the ugly truth that the current Board has severely mishandled your investment, EnerCare is resorting to outrageous accusations to scare shareholders into believing Octavian's minority slate of nominees would want, or be able, to disrupt regular monthly dividends. This is most ironic considering it was Octavian that urged EnerCare to increase the dividend over a year ago, long before the Board authorized the recent increases. The same Board that previously cut your dividend is now trying to take credit for the recent increase Octavian had previously recommended – and mislead you into thinking Octavian would abolish it. EnerCare has also tried to caricature Octavian as a short-term investor who is just looking for a quick sale of its shares. In reality, Octavian has not sold a single share in EnerCare since we began accumulating our stake over two years ago, and we have continued to buy shares at a price as high as $9.89, including as recently as April 10, 2012. Despite what EnerCare would like you to believe, we were never sellers of our EnerCare shares and we are not sellers now. As a long-term investor who believes in the future value of EnerCare shares, our interests are the same as those of all of our fellow shareholders. 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 The April 30 meeting is fast approaching but it is not too late to make your shares count by voting your YELLOW form of proxy today. We encourage you to submit your vote by telephone or by Internet to ensure that your shares are represented in advance of the deadline of 10:00 a.m. (Toronto time) on April 26, 2012. 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 thank you for your support and look forward to working together to increase the value of your investment in EnerCare. Yours sincerely,     Richard A. Hurowitz Chairman and Chief Executive Officer Octavian Advisors, LP * Based on EnerCare's closing share price on April 10, 2012.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 ability of the Octavian Nominees, if elected, to work for EnerCare shareholders to protect their interests, 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. 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. Investor Contacts:Mackenzie Partners, Inc.Larry Dennedy, 212-929-5239ldennedy@mackenziepartners.comorMackenzie Partners, Inc.Charlie Koons, 212-929-5708ckoons@mackenziepartners.comorMedia Contact:Sard Verbinnen & CoJonathan Doorley, 212-687-8080jdoorley@sardverb.com