GuestLogix Inc.

GuestLogix Inc.

February 09, 2015 09:15 ET

GuestLogix Responds to Goodwood Inc.

TORONTO, ONTARIO--(Marketwired - Feb. 9, 2015) - GuestLogix Inc. (TSX:GXI) ("GuestLogix" or the "Company"), a leading global provider of ancillary-focused merchandising, payment and business intelligence technology to airlines and the passenger travel industry, today has responded to an announcement made on February 6, 2015 by hedge fund, Goodwood Inc. ("Goodwood"), stating its intention to propose and vote for a reconstitution of the board of directors at GuestLogix' Annual General Meeting.

"It is with great disappointment that GuestLogix finds itself having to publicly respond to Goodwood's recent course of action. We have engaged in thorough, forthcoming and positive discussions with Goodwood from the time it initially became a shareholder of the Company, and it has consistently expressed both support and enthusiasm in GuestLogix' strategic vision and the execution of that vision," said Brett Proud, President & CEO of GuestLogix. "As we have confirmed with other major shareholders, there are enhancements to the Board that we will continue to work towards, and we are pleased with their continued public support of our progress. We are equally pleased that they concur with GuestLogix that there is an appropriate process to achieve our goals to bring about increased value to shareholders and that a disruptive contest to our set objectives would be counterproductive at this time."

The Company continues to execute against its detailed strategic growth plan which incorporates improvements to the composition of its Board of Directors. As communicated to shareholders at its 2014 Annual General Meeting, one key metric to the Company's overall plans was to increase the number of independent directors in an efficient, yet methodical process.

In line with this objective, the Company has recently added two independent directors, Stephen Clampett and Kim Eaton, each bringing quantifiable strength and diversity to the Board's overall composition. Specifically, Mr. Clampett and Ms. Eaton bring substantial airline industry, retail technology, strategic, operational and M&A experience to the Board. The Board has also restructured both its Audit and Compensation Committees to only include independent directors.

The Company's 2015 Board Improvement plan, in part, includes:

  • Recruiting at least one, with a preference of two independent director(s), with experience in Canadian capital markets;
  • Maintaining the size of the current Board at seven with non-independent directors stepping down as new independent directors are added;
  • Formally documenting the role of the non-executive Chairman;
  • Selection of a new Chairman by the reconstituted Board; and
  • Refining its current assessment process to determine the effectiveness of the Board and its individual members and make adjustments accordingly.

Along with these improvement directives, it is also within the objectives of the Board improvement plan that all additional board member recruitment continues to align new members with proven domain experience in passenger travel, travel retail and/or ancillary revenue dependent sectors.

As has been the case previous to the call made to the Company two weeks ago on January 23, 2015 referenced by Goodwood in their press release, GuestLogix will continue to communicate with all shareholders, including Goodwood, on its strategic plans and progress.

About GuestLogix

GuestLogix Inc. (TSX:GXI), is a global leader in comprehensive merchandising, payment and business intelligence technology delivered to the passenger travel industry, both onboard and off-board. Bringing over a decade of expertise as the industry's most trusted onboard transaction processing partner to airlines, rail operators and elsewhere in the passenger travel industry, GuestLogix powers the industry's growing reliance on ancillary revenue generation. Both direct to operators as well as through partnerships with global leaders in catering, duty-free, inflight entertainment and self-service retail experts, the Company provides the payment services touching over 1 billion travelling consumers each year. On December 23, 2014, GuestLogix announced the acquisition of OpenJaw Technologies, a Dublin-based technology company focused on travel retailing innovation in the e-commerce segment. GuestLogix' global headquarters and centre for product innovation is located in Toronto, with regional head offices located in Dallas, London and Hong Kong, and a Product Innovation Lab located in Moncton. More information is available at and

Forward-Looking Statements

This news release includes certain forward-looking statements including statements relating to the Company's strategic growth plan. These statements that are based upon current expectations, which involve risks and uncertainties associated with GuestLogix' business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Company or its management. Forward-looking statements are based on estimates and assumptions made by GuestLogix in light of its experience and its perception of historical trends, current conditions and expected future developments. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks Factors" in the Company's final short form prospectus dated December 16, 2014 with the regulatory authorities. Actual results could differ materially from those currently anticipated due to a number of factors and risks. GuestLogix assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements, except as required by law.

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