Believes All Shareholders Deserve a Substantive Update In the Coming Days
Reiterates Call for the Board to Pursue a Dual-Track Process of Evaluating All Value-Maximizing Options for Kinaxis Shareholders
NEW YORK--(BUSINESS WIRE)--Irenic Capital Management, LP, a large shareholder of Kinaxis Inc. (TSX: KXS) ("Kinaxis" or the "Company"), today issued the following statement:
"On September 20, Irenic sent a private letter to Kinaxis' Board asking several governance, process and disclosure related questions regarding the recent appointment of Mr. Robert Courteau as Executive Chair and the engagement of Goldman Sachs as financial advisors. We received a non-response. Given the ambiguity of the Company's last "business update" news release, we believe all shareholders, not just Irenic, deserve answers. We strongly encourage the Board to provide a substantive update to shareholders, including by answering the five questions set out below in the coming days.
We reiterate our call for the Board to act in accordance with its fiduciary duties and pursue a dual-track process to identify the best CEO candidate and a robust consideration of all strategic alternatives, including engagement with inbound inquiries."
Irenic's Questions to the Kinaxis Board of Directors:
- Was the decision not to engage with inbound interest from would-be acquirors a decision made by the full Board with the benefit of independent financial advice? Is the Board and its financial advisor Goldman Sachs now engaging with inbound interest?
- Is Goldman Sachs empowered to conduct a full review of strategic alternatives – including making outbound inquiries to potentially interested parties?
- Has a Special Committee of the Board been formed to evaluate strategic alternatives and directly instruct Goldman Sachs and supervise management?
- Has the Board structured the compensation and incentives of Mr. Courteau such that he is economically indifferent between a sale or a standalone path?
- The Board has previously stated it "believes that execution of its strategic plan is the best path to maximize shareholder value." Is the Board open to reconsidering this view if Goldman Sachs identifies a strategic alternative that provides superior risk-adjusted value to Kinaxis shareholders?
About Irenic
Irenic Capital Management, LP is an investment management firm founded by Adam Katz and Andy Dodge. Based in New York City, Irenic works collaboratively with publicly traded companies to ensure operating activities, capital deployment and management incentives are all aligned to create value for the company and its owners. For more information about Irenic, please visit .
Contacts
Irenic Capital Management
contact@irenicmgmt.com
Longacre Square Partners
Dan Zacchei / Charlotte Kiaie, 646-386-0091
irenic@longacresquare.com