Simpson Oil Sends Letter to Parkland Shareholders
Outlines the Current Board’s Track Record of Entrenchment, Chronic Financial Underperformance, and Sustained Destruction of Shareholder Value
Believes the Time Has Come to Hold the Board Accountable for Failing Shareholders With Its Lack of Management Oversight, Succession Planning, and Misguided Decision Making
Launches www.RefuelParkland.com Detailing the Case for Change and Introducing the Director Nominees and the Plan to Build Shareholder Value at Parkland
GRAND CAYMAN, Cayman Islands–(BUSINESS WIRE)–Simpson Oil Limited (“Simpson Oil”), the largest shareholder of Parkland Corporation (“Parkland” or the “Company”), holding 19.8% of the outstanding common shares, today released a letter to Parkland shareholders outlining why change is urgently needed at the Company’s 2025 Annual General Meeting (the “Meeting”), scheduled to be held on May 6. The full letter can be downloaded here.
In its letter, Simpson Oil details Parkland’s persistent track record of financial underperformance, strategic missteps, and sustained destruction of shareholder value overseen by the Company’s current Board of Directors (the “Board”). Notably, Simpson Oil highlights that Parkland’s total shareholder return (“TSR”) has collapsed since 2019, underperforming its peers by a staggering 95.7%.1
As shareholder frustrations have mounted, Simpson Oil has tried to work constructively with the Board to rebuild value at Parkland. However, after being granted two Board seats in 2023, Simpson Oil’s nominees were deliberately excluded from key discussions and denied any real influence. The Board chose entrenchment over accountability — leaving Simpson Oil no other choice but to take action in the best interests of all shareholders.
Simpson Oil is now nominating nine highly qualified individuals to replace the incumbents and hold the Board accountable for consistently quashing dissent, ignoring shareholders, failing at management succession and planning, lacking transparency, blocking value creation opportunities, and enabling a CEO whose undisciplined M&A strategy, poor integrations, and runaway spending have driven operational and strategic failure.
To deliver the meaningful change shareholders deserve, Simpson Oil is nominating the following individuals for election to the Board:
√ Monty Baker, former Partner at PricewaterhouseCoopers and former director at Stelco Holdings Inc. (TSX: STLC) with significant experience in global strategy, operations, and human resources.
√ Michael Christiansen, Investment Manager at the Simpson Group and a representative of the nominating shareholder.
√ Mark Davis, the former President and CEO of Chemtrade Logistics Income Fund (TSX: CHE-UN) with decades of executive leadership, public board experience, and strategic oversight.
√ Jackie Doak, Director of Dart Enterprises Ltd. with extensive experience in the real estate, hospitality, and retail sectors in the Caribbean market.
√ Chris Folan, former Managing Director, Global Investment Banking of CIBC with expertise in the energy and fuel distribution sectors.
√ Brian Gibson retired senior investment executive and current Board Chair of the Investment Management Corporation of Ontario (IMCO), with extensive oil and gas experience and multiple prior public company directorships.
√ Marc Halley, Investment Manager at the Simpson Group and a representative of the nominating shareholder.
√ Darcy Morris, the Co-founder and CEO of Ewing Morris & Co. Investment Partners and an experienced public company director who has overseen multiple successful strategic reviews.
√ Karen Stuckey, the former Senior Vice President, Merchandising of Walmart Inc. and current director at Gildan Activewear Inc. (TSX and NYSE: GIL) with over three decades of leadership in retail and consumer goods.
These candidates have proven track records of value creation, along with the experience and skillsets required to rebuild value at Parkland and oversee a credible strategic review process for the benefit of all shareholders.
For more information about the Simpson Oil nominees and their plan to build value at Parkland, visit www.RefuelParkland.com.
Simpson Oil is soliciting your support and ultimately intends to solicit forms of proxy and VIF’s, in support of the election of each of the Simpson Oil nominees to the board of directors of Parkland Corporation at the Meeting. We urge you NOT to sign or return any proxy cards sent by the Company.
Advisors
Blake, Cassels & Graydon LLP is serving as legal counsel. Longacre Square Partners is serving as strategic advisor and Carson Proxy is serving as proxy solicitor.
Legal Disclaimers:
Information in Support of Public Broadcast Exemption under Canadian Law
The information contained in this press release does not and is not intended to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favour of Simpson Oil’s director nominees or in respect of any other matter to be acted upon at the Meeting. In connection with the Meeting, Simpson Oil intends to file a dissident information circular in due course in compliance with applicable corporate and securities laws. Notwithstanding the foregoing, Simpson Oil has voluntarily provided in, or incorporated by reference into, this press release the disclosure required under section 9.2(4) of NI 51-102 – Continuous Disclosure Obligations (“NI 51-102”) and has filed a preliminary dissident proxy circular (the “Circular”), available under Parkland’s profile on SEDAR+ at www.sedarplus.com. The Circular contains disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of Simpson Oil’s director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Circular is hereby incorporated by reference into this press release and is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The registered office of the Company is Suite 1800, 240 4th Avenue SW, Calgary, Alberta, Canada, T2P 4H4.
Simpson Oil is not requesting that Company shareholders submit a proxy at this time as the Company has yet to issue formal notice of the Meeting and its management information circular. Once formal solicitation of proxies in connection with the Meeting has commenced, proxies may be revoked in accordance with subsection 148(3) of the Business Corporations Act (Alberta) by a registered shareholder of Company shares: (a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing (i) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or an adjournment of the Meeting, at which the proxy is to be used, or (ii) with the chair of the Meeting on the day of the Meeting or an adjournment of the Meeting, or (b) in any other manner permitted by law. In addition, proxies may be revoked by a non-registered holder of Company shares at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.
The costs incurred in the preparation and mailing of any circular or proxy solicitation by Simpson Oil and any other participants named herein will be borne directly and indirectly by Simpson Oil. However, to the extent permitted under applicable law, Simpson Oil intends to seek reimbursement from the Company of all expenses incurred in connection with the solicitation of proxies for the election of the Nominees at the Meeting.
This press release and any solicitation made by Simpson Oil is, or will be, as applicable, made by such parties, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Simpson Oil who will not be specifically remunerated therefor. In addition, Simpson Oil may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf. Simpson Oil has entered into an agreement with Carson Proxy for solicitation and advisory services in connection with the solicitation of proxies for the Meeting, for which Carson Proxy will receive a fee not to exceed $250,000, together with reimbursement for reasonable and out-of-pocket expenses.
No member of Simpson Oil nor any of their associates or affiliates has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company’s last completed financial year or in any proposed transaction that has materially affected or will or would materially affect the Company or any of the Company’s affiliates. No member of Simpson Oil nor any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.
Early Warning Reporting
This press release is being issued by Simpson Oil pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers (“NI 62-103”).
Simpson Oil holds 34,444,050 common shares (“Parkland Common Shares”) in the capital of Parkland, representing approximately 19.8% of the issued and outstanding Parkland Common Shares.
Subject to compliance with applicable laws and any applicable contractual restrictions, Simpson Oil may from time to time dispose of or acquire additional securities of Parkland.
Parkland’s head office address is Suite 1800, 240 4th Avenue SW, Calgary, Alberta, Canada, T2P 4H4. Simpson Oil’s head office address is 94 Solaris Avenue – 2nd Floor, PO Box 30745, Camana Bay, Grand Cayman, KY1-1203, Cayman Islands.
This press release is being issued by Simpson Oil as a result of a change in a material fact set out in a previous report relating to (i) its plans or future intentions which relate to or would result in a change in the board of directors or management of the Company and (ii) joint actors, including that Ewing Morris & Co. Investment Partners Ltd., an alternative asset management firm for which Darcy Morris, one of Simpson Oil’s proposed director nominees serves as CEO, may be considered to be acting jointly or in concert with Simpson Oil.
In accordance with NI 62-103, an early warning report will be filed by Simpson Oil on Parkland’s SEDAR profile at www.sedar.com. A copy of such report may also be obtained by contacting Kym Zelinski at 1-416-863-2630.
1 FactSet
Contacts
Media Enquiries
Longacre Square Partners
Amy Freedman / Andy Radia
Shareholder Enquiries
Carson Proxy
Christine Carson, 416-804-0825
