Hmm! I see a fight coming!
$Greenfire Resources (GFR.US)$ Greenfire Acknowledges Receipt of WEF Letter Seeking Control of the Company Without Offering a Premium to Shareholders
newsfile· 4 mins ago
Calgary, Alberta--(Newsfile Corp. - November 20, 2024) - Greenfire Resources Ltd. (NYSE: GFR) (TSX: GFR) ("Greenfire" or the "Company"), a Calgary-based energy company focused on the production and development of thermal energy resources from the Athabasca region of Alberta, Canada, today confirmed it has received a letter (the "WEF Letter") from Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP and Waterous Energy Fund III (International FI) LP (collectively, "WEF"), which recently announced the acquisition of approximately 43.3% of Greenfire's issued and outstanding shares, in which WEF called for the resignation of all current Greenfire directors to be replaced by its handpicked nominees, an effort Greenfire believes is an attempt to secure control of the Company without making an offer to all shareholders.
Additionally, WEF has submitted a requisition for a special meeting of shareholders to replace the existing Greenfire directors if they do not immediately resign.
Greenfire's Board of Directors (the "Board") has always sought to act in the best interests of Company stakeholders and have taken decisive action to protect the interests of minority shareholders. These actions have included the adoption of a new, limited-purpose shareholder rights plan that is designed to ensure, to the extent possible, that all shareholders of the Company are treated fairly and equally in connection with any unsolicited take-over bid or other attempt to acquire control of Greenfire.
Greenfire has also filed an application to the Court of King's Bench of Alberta to address the sale of shares to WEF from each of Allard Services Limited (a corporation controlled by Julian McIntyre, the former Chair and former director of the Company), Annapurna Limited (a corporation controlled by Venkat Siva, a former director of the Company), and Modro Holdings LLC (collectively, the "Selling Shareholders"). This transaction has delivered negative control to WEF at a very low premium, hindering Greenfire's previously initiated strategic review process, which is intended to maximize value for all shareholders.
Greenfire believes the WEF Letter and proxy contest are the latest efforts by WEF to gain control over Greenfire without paying an appropriate premium for control and without offering liquidity to shareholders. While the Company has attempted to engage with WEF in constructive dialogue, WEF has shown no interest in doing so. Greenfire's Board remains committed to engaging with all shareholders, including WEF, to align on paths forward that would be in the best interests of the Company.
WEF has proposed the nominantion of six directors, with four of these nominees being WEF employees and also directors of Strathcona Resources Ltd. ("Strathcona"), a company controlled by WEF. The Board does not believe the proposed WEF nominees meet the requirements of best governance practices for publicly listed companies. Further, the Board notes that WEF has a history of making acquisitions that have been subsequently vended into Strathcona for shares. Greenfire is concerned that common directors between the two companies could expose Greenfire to a similar outcome, including potentially acquiring the Company without offering an appropriate control premium to Greenfire shareholders.
Greenfire currently trades at a discounted valuation relative to existing pure play SAGD peers, despite the Company's view that Greenfire has differentiated Tier-1 SAGD assets, growth plans and positioning to continue to benefit from improved Canadian heavy oil market dynamics.
There is no action for Greenfire shareholders to take at this time.
The Board is carefully evaluating the WEF Letter and requisition in consultation with its financial and legal advisors. This includes assessing the qualifications and independence of the proposed nominees and the potential impact on Greenfire's corporate governance. Foremost, the Board will ensure that the interests of all Greenfire shareholders, including minority shareholders, are considered in its assessment.
As this assessment progresses, the Board will provide a recommendation regarding any necessary actions Greenfire shareholders should take. Greenfire's Board remains focused on maximizing long-term value for the Company and the benefit of all shareholders.
newsfile· 4 mins ago
Calgary, Alberta--(Newsfile Corp. - November 20, 2024) - Greenfire Resources Ltd. (NYSE: GFR) (TSX: GFR) ("Greenfire" or the "Company"), a Calgary-based energy company focused on the production and development of thermal energy resources from the Athabasca region of Alberta, Canada, today confirmed it has received a letter (the "WEF Letter") from Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP and Waterous Energy Fund III (International FI) LP (collectively, "WEF"), which recently announced the acquisition of approximately 43.3% of Greenfire's issued and outstanding shares, in which WEF called for the resignation of all current Greenfire directors to be replaced by its handpicked nominees, an effort Greenfire believes is an attempt to secure control of the Company without making an offer to all shareholders.
Additionally, WEF has submitted a requisition for a special meeting of shareholders to replace the existing Greenfire directors if they do not immediately resign.
Greenfire's Board of Directors (the "Board") has always sought to act in the best interests of Company stakeholders and have taken decisive action to protect the interests of minority shareholders. These actions have included the adoption of a new, limited-purpose shareholder rights plan that is designed to ensure, to the extent possible, that all shareholders of the Company are treated fairly and equally in connection with any unsolicited take-over bid or other attempt to acquire control of Greenfire.
Greenfire has also filed an application to the Court of King's Bench of Alberta to address the sale of shares to WEF from each of Allard Services Limited (a corporation controlled by Julian McIntyre, the former Chair and former director of the Company), Annapurna Limited (a corporation controlled by Venkat Siva, a former director of the Company), and Modro Holdings LLC (collectively, the "Selling Shareholders"). This transaction has delivered negative control to WEF at a very low premium, hindering Greenfire's previously initiated strategic review process, which is intended to maximize value for all shareholders.
Greenfire believes the WEF Letter and proxy contest are the latest efforts by WEF to gain control over Greenfire without paying an appropriate premium for control and without offering liquidity to shareholders. While the Company has attempted to engage with WEF in constructive dialogue, WEF has shown no interest in doing so. Greenfire's Board remains committed to engaging with all shareholders, including WEF, to align on paths forward that would be in the best interests of the Company.
WEF has proposed the nominantion of six directors, with four of these nominees being WEF employees and also directors of Strathcona Resources Ltd. ("Strathcona"), a company controlled by WEF. The Board does not believe the proposed WEF nominees meet the requirements of best governance practices for publicly listed companies. Further, the Board notes that WEF has a history of making acquisitions that have been subsequently vended into Strathcona for shares. Greenfire is concerned that common directors between the two companies could expose Greenfire to a similar outcome, including potentially acquiring the Company without offering an appropriate control premium to Greenfire shareholders.
Greenfire currently trades at a discounted valuation relative to existing pure play SAGD peers, despite the Company's view that Greenfire has differentiated Tier-1 SAGD assets, growth plans and positioning to continue to benefit from improved Canadian heavy oil market dynamics.
There is no action for Greenfire shareholders to take at this time.
The Board is carefully evaluating the WEF Letter and requisition in consultation with its financial and legal advisors. This includes assessing the qualifications and independence of the proposed nominees and the potential impact on Greenfire's corporate governance. Foremost, the Board will ensure that the interests of all Greenfire shareholders, including minority shareholders, are considered in its assessment.
As this assessment progresses, the Board will provide a recommendation regarding any necessary actions Greenfire shareholders should take. Greenfire's Board remains focused on maximizing long-term value for the Company and the benefit of all shareholders.
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