SOURCE: Kobex Capital Corp.

Kobex Capital Corp.

October 30, 2015 15:26 ET

ISS Recommends That Kobex Shareholders Vote Against Kingsway's Resolutions Using the WHITE Form of Proxy

VANCOUVER, BC--(Marketwired - October 30, 2015) - Kobex Capital Corp. (TSX VENTURE: KXM) (OTCQB: KBXMF) (the "Company" or "Kobex") is pleased to announce to its shareholders (the "Kobex Shareholders") that Institutional Shareholder Services Inc. ("ISS"), a leading independent corporate governance analysis and proxy voting firm, whose recommendations are relied upon by hundreds of major institutional investment firms, mutual funds and other fiduciaries, has recommended today that Kobex Shareholders vote AGAINST or WITHOLD their votes from the dissident resolutions proposed by Kingsway Financial Services Inc. ("Kingsway").

"This is an important endorsement from a leading independent third party," said Paul van Eeden, Chairman of the board of directors of Kobex. "We urge Kobex Shareholders to seriously consider the independent opinion of ISS and to vote only the WHITE proxy against Kingsway's dissident resolutions."

ISS concluded that "[o]n balance, the dissident has not made a compelling case for change, and therefore a vote AGAINST this resolution is warranted." (emphasis added). In recommending that Kobex Shareholders vote AGAINST or WITHOLD their votes from the Kingsway resolutions, ISS stated:

  • "In light of management's prudent track record in terms of managing the company in a bear commodity market…giving control over to the dissident may entail a high level of risk that may be detrimental to the interest of long-term shareholders."
  • "…the real intent behind the launch of the proxy contest from the dissident side may be questionable as it appears that the dissident could be attracted mainly by the company's rich cash position."
  • "…the dissident…has not provided any specific transaction proposals which are superior to current management's pursuit of its plan, or identified a qualified and credible new management team which has a proven track record that is better positioned than the current management team."
  • "Shareholders should be aware that if the dissident wins this proxy contest, it will gain the full or majority control of the company without paying other shareholders a premium…"
  • "The fact that the vast majority of the dissident's shareholding position appeared to be accumulated within a very short period of time before its requisition of the special shareholder meeting in addition to the dissident's short period of being a shareholder of the company since July 2015, undermines the dissident's credibility as a long-term shareholder."

Mini-Tender Offer

In considering the "mini-tender" offer made by Kingsway to Kobex Shareholders, ISS stated:

  • "The dissident subsequently announced a tender offer…the tactic adopted by the dissident in this case may create an uneven playing ground for the purpose of winning this proxy contest."

If you have already tendered Kobex shares to the "mini-tender" offer and require assistance to withdraw your Kobex shares and revoke the blue proxy in favour of Kingsway, please contact D.F. King at 1-800-301-3998.

Kobex strongly recommends that Kobex Shareholders should not tender their Kobex shares to the unsolicited "mini-tender" offer made by Kingsway, and should disregard the blue proxy and any other materials delivered by Kingsway or its agent, Kingsdale Shareholder Services.

About ISS

ISS recommendations are intended to assist shareholders in making choices regarding proxy voting decisions. In making its recommendations, ISS meets with both sides in the proxy contest, and carefully considers the validity of their respective arguments and the outcome that is in the best interests of shareholders. ISS' experienced research team provides comprehensive analyses and complete vote recommendations for more than 34,000 meetings annually in over 115 markets worldwide.

Special Meeting

The Special Meeting of Kobex Shareholders is scheduled for noon (Toronto time) on Tuesday, November 17, 2015 at the offices of Stikeman Elliott LLP, 199 Bay Street, 5300 Commerce Court West, Toronto, Ontario, M5L 1B9.

Take Action. Reject Kingsway

Your vote is extremely important. The Kobex Board unanimously recommends that Kobex Shareholders REJECT changes to the current Kobex Board and vote only the WHITE form of proxy AGAINST, and WITHHOLD their votes from, all of the Kingsway resolutions, as applicable. Time is of the essence. Your proxy or voting instruction form should be delivered well in advance of the proxy cut-off at noon (Toronto Time) on Friday, November 13, 2015 pursuant to the instructions set out in Kobex's management information circular. For ease of voting we strongly encourage shareholders to please visit www.kobex-capital.com and click on the "Vote Now" button.

Shareholders who have previously voted the dissident proxy and wish to support Kobex management have the right to change their vote by simply executing a WHITE proxy. A later-dated WHITE proxy replaces a previously recorded vote.

The Kobex Board urges Kobex Shareholders to review in detail the Letter to Kobex Shareholders and Response Letter to Kobex Shareholders as well as Kobex's management information circular, copies of which are have been mailed to Kobex Shareholders, and are available both under the Company's profile at www.sedar.com and on the Company's website at www.kobex-capital.com.

Kobex Shareholders who have any questions, require information in respect of this process, or require any assistance in executing and submitting their WHITE form of proxy or voting instruction form can contact Kobex's solicitation agent D.F. King at:

North American Toll Free Number: 1-800-301-3998

Outside North America, Banks, Brokers and Collect Calls: 1-201-806-7301

Email: inquiries@dfking.com

North American Toll Free Facsimile: 1-888-509-5907

Facsimile: 1-647-351-3176

Forward-Looking Statements

Certain statements contained in this news release may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any anticipated results, performance or achievements expressed or implied by such forward-looking statements. The use of any of the words "anticipate", "continue", "expect", "may", "will", "would", "project", "should", "believe", "plan" and "intends" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements may relate to Kobex's management's expectations, estimates and analysis with respect to: its business strategy; the composition of its board of directors; and the feasibility, value and impact of Kingsway's proposals and strategies for Kobex and the board's belief that these proposals and strategies are not in the best interests of Kobex or its shareholders, and will destroy shareholder value.

Forward-looking statements are based on certain factors and assumptions regarding, among other things, market acceptance of Kobex's corporate strategy and corporate endeavours and the success of Kobex's announced corporate strategy and future transactions. There can be no assurance that these assumptions will prove to be correct. Readers are cautioned that forward-looking statements included in this news release are not guarantees of future performance, and are also cautioned not to place undue reliance on forward-looking statements which involve known and unknown material risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any anticipated results, performance or achievements expressed or implied in such forward-looking statements. These statements speak only as of the date of this news release. Kobex undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities law.

All of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the anticipated results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Kobex.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Contact Information

  • For further information, please contact:
    Kobex Capital Corp.
    Philip du Toit
    President and CEO
    Tel: 647-818-2920