It assures The Simpsons representation and continued support of Parkland to maximize shareholder value
Address letter received today from activist Engine Capital
CALGARY, AB, March 22, 2023 /PRNewswire/ – Parkland Corporation (“Parkland,” “we,” the “Company” or “our”) (TSX: PKI), announced today that it has entered into an agreement dated March 21, 2023 (the “Agreement”) with its largest long-term shareholder Simpson Oil Limited (“Simpson Oil”). The agreement furthers the long and successful relationship between Parkland and Simpson Oil. The agreement gives Simpson Oil, the holder of more than 19% of Parkland’s issued and outstanding shares, the right to nominate up to two candidates for election to Parkland’s Board of Directors and includes customary support obligations to the vote in favor of the Council.
“We appreciate the confidence that Simpson Oil has shown in the Parkland team and the company’s strategic direction,” he said. Jim Pantelidis, President of the Parkland Board of Directors. “Since Simpson Oil became our largest shareholder, we have continued to advance our strategy and strengthen our growth platform through prudent acquisitions, while increasing our dividend each year. With this deal we have secured the continued support of our largest shareholders on our Board of Directors and Management. We look forward to our continued relationship with Simpson Oil and our mutual trust and commitment to the long-term strategy and future of our business.”
Under the terms of the Agreement, two nominees of Simpson Oil will be nominated for election at the company’s upcoming annual and special meeting of stockholders. “The Board will recommend that shareholders vote in favor of the election of the nominees at the next meeting of shareholders and we look forward to welcoming them to the Board should they be elected,” Pantelidis said. Additional details on the Agreement will be included in the Meeting Management Information Circular to be published in the coming days.
As part of the Board’s ongoing cooling process, David Spencer i John Bechtold he will not be running for re-election at the meeting, a decision that has long been expected. “I want to thank David and John for their service on the Board and their tireless work on behalf of shareholders. Their vision, experience and guidance have helped us meet complex challenges and achieve remarkable success,” Pantelidis said.
The full agreement is available at www.sedar.com.
Addresses Letter received from Engine Capital
Separately, the Company wishes to acknowledge receipt this morning of a letter from activist Engine Capital LP (“Engine Capital”). The company would not speculate on the timing of activist Engine Capital’s letter alongside the deal announced today with Simpson Oil.
As previously announced, having deliberately accelerated acquisitions over the past two years, Parkland is focused on delivering value from the unique and integrated business it has built. The company is focused on integrating its recent acquisitions, capturing synergies, reducing leverage and improving shareholder returns. The company is also examining disposal opportunities where it generates strong returns for the company’s shareholders.
Parkland actively communicates with all of its shareholders on an ongoing basis and will continue to do so.
About Parkland
Parkland is an international fuel distributor and retailer with operations in 25 countries. Our purpose is to power travel and energize communities, and every day we provide more than a million customers with the essential fuels, convenience items and quality food they depend on.
With approximately 4,000 commercial and retail locations canada, the united statesand the caribbean region, we have developed supply, distribution and trading capabilities to accelerate business growth and performance. In addition to meeting our customers’ essential fuel needs, we offer a variety of options to help them reduce their environmental impact. These include carbon trading and renewable energy, solar energy, renewable energy manufacturing and ultra-fast electric vehicle charging.
Our proven business model focuses on organic growth and our supply advantage, and is driven by scale, our integrated refinery and supply infrastructure, and a focus on acquiring wisely and integrating successfully. Our strategy is focused on developing existing business in resilient markets, growing our food, convenience and renewable energy businesses and helping customers decarbonise. Our business is supported by our people and our values of safety, integrity, community and respect, which are deeply rooted in our organization.
advisers
Parkland Corporation has engaged Kingsdale Advisors as a strategic shareholder advisor. Norton Rose Fulbright Canada LLP is acting as legal advisor and Teneo is acting as strategic communications advisor.
Forward-looking statement
Certain statements contained in this press release constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this press release, the words “expect,” “continue,” “strategy,” “focus” and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements regarding, among other things: Parkland’s business objectives, projects and plans and their execution and impact; and its long-term strategy and relationship with its significant shareholder.
These statements involve known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from those anticipated in these forward-looking statements. There can be no assurance that such expectations will be correct and undue reliance should not be placed on such forward-looking statements included in this press release. These forward-looking statements speak only as of the date of this press release. Parkland undertakes no obligation to publicly update or revise any forward-looking statements, except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties, including but not limited to: general economic, market and business conditions; competitive action of other companies; refining and marketing margins; the ability of suppliers to meet commitments; actions by governmental authorities and other regulators, including but not limited to tax increases or restricted access to markets; changes and developments in environmental and other regulations; and other factors, many of which are beyond Parkland’s control. See also the risks and uncertainties described in “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” included in Parkland’s revised Annual Information Form dated March 21, 2023and “Forward-looking information” and “Risk factors” included in the 4Q 2022 Management Report dated March 2, 2023 each filed on SEDAR and available on Parkland’s website at www.parkland.ca.
SOURCE Parkland Corporation
