Liquor Stores N.A. Ltd.
TSX : LIQ

Liquor Stores N.A. Ltd.

May 10, 2017 09:16 ET

Liquor Stores N.A. Ltd. Warns Shareholders: An Activist Investor May Seek Control of Liquor Stores' Board at the AGM

Files Management Information Circular

Recommends that Shareholders Vote for the Board's Nominees

EDMONTON, ALBERTA--(Marketwired - May 10, 2017) - Liquor Stores N.A. Ltd. (the "Company" or "Liquor Stores") (TSX:LIQ), North America's largest publicly traded liquor retailer, today warned shareholders that an activist shareholder, PointNorth Capital Inc. of Toronto ("PointNorth" or "the activist"), may seek control of Liquor Stores' Board at the forthcoming Annual General Meeting (the "Meeting").

Last November, PointNorth announced that it had acquired approximately 9.9% of Liquor Stores' shares. The Company has engaged proactively with PointNorth over the past six months through multiple calls, meetings, store tours and exchanges of letters with John Bitove, Phil Evershed and other representatives of the activist.

In the spirit of constructive engagement, and out of a desire to avoid a costly and distracting proxy battle, Liquor Stores offered to appoint or nominate two of PointNorth's proposed nominees to the board of directors, subject to adherence with good governance practices.

PointNorth rejected Liquor Stores offer of two board seats point blank. Instead, PointNorth demanded that Liquor Stores cede control of the Board to unnamed candidates that it would nominate. PointNorth has also openly admitted that it did not have an alternative strategy for the Company and believes management is doing all the right things.

Jim Dinning, Chair of the Board of Liquor Stores said, "The Board is confident in Liquor Stores' strategy and the strength of our management team. And despite the record unemployment and hardship facing consumers in our key Alberta and Alaska markets due to weak oil prices, we are improving sales year over year, increasing our operating profit before amortization and building the foundation for future growth. Our investment in store renovations is paying off, as is our work to reduce inventory levels and leverage our competitive advantages through private labelling, e-commerce and new marketing channels.

"The Board is fully supportive of ongoing Board renewal. However, the Board believes it would be irresponsible to accept a minority investor's demand that it be permitted to nominate a majority of the directors. We urge shareholders to review our Circular and see for themselves that Liquor Stores is proactively responding to market conditions and creating a path for value creation. Should PointNorth attempt to seize control of Liquor Stores at our forthcoming AGM, we recommend shareholders proceed with caution and think carefully about who they should trust as stewards of their investment. We urge shareholders to vote for the directors nominated by the Company."

Liquor Stores has filed and mailed its Management Information Circular for the Meeting and recommends that shareholders vote for the Board's eight experienced and qualified incumbent nominees. The Circular is available on the Liquor Stores website at http://www.liquorstoresna.ca/investors and under the Liquor Stores profile at www.sedar.com.

In addition to highlighting the value creation initiatives undertaken over the past few years, the Board outlines in the Circular the strategic importance of Liquor Stores' market diversification and outlines work underway to improve inventory management to free up more cash flow to invest in the business.

Liquor Stores has appointed a special committee of independent directors to assist the Board in its response to PointNorth. The members of the special committee are Jim Dinning (Chair), Gary Collins, Henry Bereznicki and Robert Green. The special committee has engaged Scotia Capital Inc. as its financial advisor and Burnet, Duckworth & Palmer LLP as its legal advisor.

Meeting Details

The record date for the 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). 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.

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 252 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 (178 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.

Additional information about Liquor Stores N.A. Ltd. is available at www.sedar.com and the Company's website at www.liquorstoresna.com.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of the "safe harbour" provisions of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "budget", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "objective", "aim", "potential", "target", "pursue" and similar words suggesting future events or future performance. Although we believe that the expectations reflected in the forward-looking statements contained in this press release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations and assumptions will prove to be correct.
Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause our actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: the risk that we will be unable to execute our business plan without significant adverse impacts from various factors beyond our control; dependence on suppliers; potential delays or changes in plans with respect to capital expenditures and the availability of capital on acceptable terms; risks inherent in the liquor retail industry; competition for, among other things, customers, supply, capital and skilled personnel; changes in labour costs and markets; incorrect assessments of the value of acquisitions; general economic and political conditions in Canada (including Alberta), the U.S. and globally; industry conditions, including changes in government regulations; fluctuations in foreign exchange or interest rates; unanticipated operating events; failure to obtain regulatory and third-party consents and approvals when required; changes in tax and other laws that affect us and our security holders; the potential failure of counterparties to honour their contractual obligations; stock market volatility; and the other factors described in our public filings (including our Annual Information Form) available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive. The forward-looking statements contained in this document speak only as of the date of this press release. Except as expressly required by applicable securities laws, we do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

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