Thunderbird says it’s ‘business as usual’ amid shareholder dispute

The Vancouver company is "assessing the situation" as minority shareholder Voss Capital pushes to nominate a new board of directors due to a disagreement over the company's strategic direction.

Thunderbird Entertainment says it is “assessing the situation” with shareholder Voss Capital after the Houston-based investment fund made public its dissatisfaction with the board of director’s “strategic direction” for the company.

Voss Capital announced its intent to nominate six new directors on Nov. 4, prompting the Vancouver-based company to postpone its annual general meeting (AGM), which was initially scheduled for Dec. 6, to review the announcement and “determine next steps.”

“As we have disclosed, we are assessing the situation and will provide an update in due course,” said a spokesperson for Thunderbird in a statement to Playback Daily. “In the meantime, it’s business as usual at Thunderbird.”

Thunderbird previously issued a statement on Wednesday (Nov. 9) asking Voss to “publicly retract its false and misleading claim” that Frank Giustra, a member of the board of directors and a major shareholder in the company, would support the election of the nominees.

“I support Thunderbird’s strategy and, contrary to Voss’s claim, I do not intend to vote against myself and my fellow directors,” said Giustra in a statement. “Even though Voss never contacted me, it is wrongly asserting that it has my endorsement. It does not.”

Voss had listed Giustra as among Thunderbird’s major shareholders in a public document published on Wednesday (Nov. 9), followed by a claim that “Voss and the individuals named above intend to vote all of their shares, together with any additional shares acquired by Voss prior to the [AGM date], for the election of all six Voss nominees.”

The Houston fund has since denied the claim, issuing a statement on Thursday (Nov. 10) that it is “in no way expecting, needing, or wanting Mr. Giustra’s support in its campaign to bring about” change at the company.

Voss became a major shareholder in Thunderbird Entertainment — the parent company of unscripted prodco Great Pacific Media (Highway Thru Hell; pictured) and animation studio Atomic Cartoons (The Last Kids on Earth) — in 2021, acquiring a 10.5% stake in the company, and recent public documents state it currently owns 13.3% of total shares issued and outstanding.

The fund has issued multiple statements over the last week, claiming the board of directors has “failed to take advantage of key opportunities for value-creation.” Among the biggest pain points, according to Voss, is the board’s current M&A strategy, which is focused on acquiring smaller studios, rather than looking at Thunderbird itself “as an acquisition target.”

Voss has proposed the nomination of six new board members to “unlock significant value through a formal and comprehensive strategic review.” The potential directors Voss has put forward include Heather Conway, former co-president and executive director of Hot Docs and former EVP of English services at CBC; Asha Daniere, professor and former EVP of legal and business affairs at Blue Ant Media; Shannon Valliant, former CFO at Boat Rocker Media; Mark Trachuk, former general counsel at Entertainment One; Peggy Hwan Hebard, COO and CFO of the Children’s Museum of Manhattan; and Voss analyst Taylor Henderson.

“While we believe in the work that [CEO Jennifer Twiner McCarron] and the Thunderbird management team are doing, in our view, the current board’s unwillingness to fully explore strategic alternatives for the company is placing Thunderbird at a significant disadvantage to competitors,” alleged Voss Capital chief investment officer Travis Cocke in a statement.