Liquor Stores N.A. Ltd.
TSX : LIQ

Liquor Stores N.A. Ltd.

June 14, 2017 13:57 ET

Liquor Stores N.A. Ltd.: A Second Independent Proxy Firm Recommends Shareholders Vote Only the WHITE Management Proxy

Glass Lewis Says PointNorth's Plan for Liquor Stores is "Unjustified and Ill-advised"

EDMONTON, ALBERTA--(Marketwired - June 14, 2017) - Liquor Stores N.A. Ltd. (the "Company" or "Liquor Stores") (TSX:LIQ), North America's largest publicly traded liquor retailer, today advised shareholders that a second independent proxy advisory firm, Glass Lewis, advises shareholders to vote only the WHITE management proxy. Glass Lewis' recommendation follows an earlier recommendation from Institutional Shareholder Services (ISS) to vote only the WHITE proxy.

In making its recommendation that shareholders vote the WHITE proxy, Glass Lewis made the following points:

  • PointNorth "has failed to make a compelling case for significant changes to the Board and the full implementation of an alternative strategic direction that its nominees seek to effect at Liquor Stores"

  • PointNorth's plan to replace a majority of the Board is "unjustified and ill-advised" and PointNorth advocates "a potentially inferior strategy."

  • Liquor Stores' Board and management's action to improve performance has "yielded encouraging results" and that the Company's plans have a "more methodical and measured pace" than PointNorth's strategy

  • Liquor Stores Board "refreshed its members and hired new management just prior to and since the development of the Company's existing plan"

Glass Lewis stated: "Following a full consideration of the differing aspects of the Dissident's alternative plan, we're inclined to recommend that shareholders continue to endorse the Company's existing plan and the majority of the members of the board that developed and are in the process of overseeing the execution of that plan."

Glass Lewis criticized PointNorth for rejecting Liquor Stores' compromise offer of two board seats, for refusing to identify candidates, and for presenting no alternative strategy before PointNorth launched the proxy fight. Said Glass Lewis: "Based on the Dissident's actions and statements, PointNorth has not exhibited interest in a potentially more constructive compromise with respect to board composition or overall strategy."

Vote only the WHITE management proxy

Liquor Stores recommends that shareholders vote the WHITE proxy for the Board's eight experienced and qualified incumbent nominees. It is not possible for shareholders to split the ballot. The only way that shareholders can ensure that PointNorth does not take control of the Board is to vote only the WHITE proxy.

Shareholders who wish to change their vote to align with Glass Lewis' and ISS' recommendations to vote only the WHITE management proxy can do so. A later dated WHITE management proxy will cancel an earlier vote on the dissident proxy.

Vote today.

For a brief explanation regarding the danger of PointNorth's plan, please see our June 8 letter to shareholders at this link: http://www.liquorstoresna.ca/Portals/5/documents/proxycontest/Jun-8-17-LIQ-LTS.pdf

For more detailed information regarding PointNorth's flawed thinking and the destruction of $2.65 per share in value that would occur if PointNorth's plan is implemented, please read our May 25 letter to shareholders at this link:
http://www.liquorstoresna.ca/Portals/5/documents/proxycontest/FightLTS_25May2017_printready.pdf

For more information about how the current Board and management is creating value, please read our Management Information Circular, available on the Liquor Stores website at http://www.liquorstoresna.ca/investors and under the Liquor Stores profile at www.sedar.com.

Meeting Details

Shareholders are advised to vote only the WHITE form of proxy today, or no later than 10:00 a.m. (Mountain Time) or Noon (Eastern Time) on Friday, June 16, 2017. The record date for the Annual Meeting was the close of business on April 21, 2017 (the "Record Date"). All registered shareholders of record as at the Record Date are invited to attend the Meeting which is taking place at Meeting Place 1 at the Hyatt Place Edmonton-West located at 18004 100 Ave NW, Edmonton, Alberta, on Tuesday, June 20, 2017, at 10:00 a.m. (Edmonton time).

If shareholders have any questions or require any assistance in executing your proxy or voting instruction form, please call D.F. King Canada at:

  • North American Toll Free Number: 1-800-301-9627
  • 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

ABOUT LIQUOR STORES N.A. LTD.

The Company operates 251 retail liquor stores in Alberta, British Columbia, Alaska, Kentucky, New Jersey, and Connecticut. Liquor Stores' retail brands include: Liquor Depot, Liquor Barn, and Wine and Beyond in Alberta (177 stores); Liquor Depot and Liquor Barn in British Columbia (34 stores); Brown Jug in Alaska (22 stores); Liquor Barn "The Ultimate Party Source" and Liquor Barn Express in Kentucky (15 stores), Joe Canals Discount Outlet in New Jersey (2 stores), and LQR MKT in Connecticut (one store). The Company's common shares and convertible subordinated debentures trade on the Toronto Stock Exchange under the symbols "LIQ" and "LIQ.DB.B", respectively.

FORWARD-LOOKING STATEMENTS

This press release contains forward looking statements or information (collectively "forward‐looking statements") within the meaning of the "safe harbour" provisions of applicable securities legislation. All statements and information other than statements of historical fact contained in this press release are forward‐looking statements. In particular, this press release contains forward‐looking statements with respect to among others: the anticipated outcomes of PointNorth's actions and strategy for Liquor Stores and the potential consequences to Liquor Stores and its business and share price of the election of PointNorth's director nominees and the implementation of its strategy; the purpose and effect of Liquor Stores' Soliciting Dealer arrangement; and matters with respect to the upcoming Meeting, including the scheduled date and time of the Meeting and the cut off time for voting. Forward‐looking statements reflect our current plans, intentions, and expectations, which are based on management's perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Our plans, intentions, and expectations are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. There is no assurance that the plans, intentions, or expectations upon which these forward‐looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions, including, but not limited to, those discussed elsewhere in this press release and our other filings made with Canadian securities regulatory authorities and available on SEDAR at www.sedar.com.
Although Management believes that the expectations represented in such forward-looking statements are reasonable there can be no assurance that such expectations will prove to be correct and such forward‐looking statements should not be unduly relied upon. Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include, but are not limited to: risks relating to government regulation and changes thereto (whether by court decisions, citizen referenda, or otherwise); competition; the state of the economy including general economic conditions in Canada (including Alberta) and the U.S.; the unpredictability and volatility of Liquor Stores' common share price; restrictions on potential growth; availability of sufficient financial resources to fund the Company's capital expenditures; changes in commodity tax rates and government mark‐ ups; risks relating to future acquisitions and development of new stores; the ability of management to execute the Company's business and strategic plans; Liquor Stores' ability to locate and secure acceptable store sites and to adapt to changing market conditions; poor weather conditions; dependence on key personnel; labour costs, shortages and labour relations including Liquor Stores' ability to hire and retain staff at current wage levels and the risk of possible future unionization; supply interruption or delays; dependence on suppliers; reliance on information and control systems; income tax changes; leverage and restrictive covenants in agreements relating to current and future indebtedness of Liquor Stores; and credit risks arising from operations. These factors should not be construed as exhaustive. The information contained in this press release, and as disclosed in other filings made by the Company with Canadian securities regulatory authorities and available on SEDAR at www.sedar.com, identifies additional factors that could affect the operating results and performance of Liquor Stores. Readers are cautioned that this list of risk factors should not be construed as exhaustive. The forward‐looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this press release are made as of the date hereof and Liquor Stores assumes no obligation to update or revise them to reflect new events or circumstances except as expressly required by applicable securities law.

Contact Information

  • Investors
    Matthew Rudd
    Senior Vice President and Chief Financial Officer
    Liquor Stores N.A. Ltd.
    (780) 702-7389

    Media
    Louise Kozier
    Longview Communications
    (604) 694 6033