It isn't easy being an Aberdeen International Inc. shareholder these days.
In the final two weeks leading up to the January 30 deadline for shareholders to vote on a dissident slate of directors backed by activist Ryan Morris, the battle is disintegrating into inflamed personal attacks.
The latest offering is an Aberdeen letter this week to shareholders, which begins with a blood-red headline: "Don't let a self-interested dissident destroy your investment" floating above a picture of a sledgehammer impaling a stone image of a dollar sign.
The newsletter warns Mr. Morris is running a "scorched wallet" campaign to "destroy shareholder value" by gaining control without paying shareholders a premium. Why scorched wallet? Because Morris's San Francisco fund, Meson Capital (following a typical activist playbook) will charge Aberdeen "up to $9-million" in proxy battle costs if it wins. The biggest threat, Aberdeen alleges is the activist's short-term plan to profit by "liquidating as much of the company as he can."
Mr. Morris disputes the allegations. However, he raised the heat a week ago in a circular that lampooned Stan Bharti, whose family-owned holding company Forbes & Manhattan manages Aberdeen and several other junior mining companies. The front page of the circular features an image of Mr. Bharti with his eyes closed next to statement he made in a video to Laurentian University students after donating money to the school. "It's a tough world out there so honesty doesn't always matter, what matters is sometimes creativity," Mr. Bharti says.
The mudslinging makes for a good read, but what does it have to do with the Aberdeen proxy fight? Very little.
When shareholders cast ballots in proxy contexts, the vote typically comes down to one question: which slate of directors is most likely to deliver the best shareholder results.
On that question, Streetwise offers a summary of what each side has to say about their future plans:
Because he started the fight, Mr. Morris's fund gets the first say:
Meson Capital: Its circular offers shareholders a new board that will end what it alleges are years of multi-million dollar payments that "enrich and entrench" Aberdeen directors, officers and parties related to Mr. Bharti. Meson alleges in its circular that insiders, since 2011, have been paid $13-million and related parties have received $22-million in loans that were subsequently written off. During the same three years, Aberdeen's stock has plunged 80 per cent and net losses added up to $101-million.
"This is not a 'takeover' but a liberation that will put value and cash directly back into the hands of YOU, the shareholders, if you elect the new directors. It is our intention to implement a new strategic initiative that we expect will immediately result in a share repurchase or dividend which we expect to be significant in size while dramatically lowering insider compensation," the circular said.
Aberdeen: Governance and compensation practices are going to change at the struggling company if shareholders vote for its current directors, the company promised in its latest newsletter. Aberdeen will launch a share buyback to improve shareholder values and "implement a significant cost cutting plan" that will include reduced salaries and consulting contracts. The company will focus on investments that "will earn income as well as capital returns." It will enhance disclosure about its investments and "constantly strive for best-in-class leadership and governance" practices.
"You should know we're not happy about Aberdeen's current share price either. After all, we're shareholders like you. We will be the first to agree that the last few years have been among the toughest in the resource industry. We would have loved for the gold mining market to have continued to remain strong forever, but some things are beyond our control. What is within our control is ensuring that we are able to weather the current storm and get moving on a real action plan to create long-term value," Aberdeen's newsletter said.