IsZo Capital Mails Letter to Nam Tai Shareholders Ahead of Upcoming Special Meeting on April 26, 2021
March 17 2021 - 9:00AM
Business Wire
Urges Shareholders to Vote on the
GREEN Proxy Card to Install IsZo’s Six
Director Candidates and Remove Kaisa’s Allies From the
Board
Reminds Shareholders the Eastern Caribbean
Supreme Court Found That the Kaisa Allies in
Nam Tai’s Boardroom Breached Their Fiduciary Duties When
Orchestrating the October 2020 Private Placement
IsZo Capital Management LP (together with its affiliates, “IsZo”
or “we”), which beneficially owns approximately 13% of the
outstanding shares of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai”
or the “Company”), today announced that it has mailed the below
letter to its fellow shareholders ahead of the upcoming
court-ordered meeting of shareholders (the “Special Meeting”)
scheduled to take place on April 26, 2021. The Special Meeting will
provide shareholders the opportunity to reconstitute the Company’s
Board of Directors by removing a majority of the incumbents, who
were found to have breached their fiduciary duties by the Eastern
Caribbean Supreme Court, and installing IsZo’s six highly-qualified
and independent candidates: Michael Cricenti, Cindy Chen Delano, Bo
Hu, Louis Leung, Paula J. Poskon and Jeffrey Tuder. IsZo urges
shareholders to visit www.FixNTP.com to learn how to vote on the
GREEN Proxy Card to
elect its full six-member slate.
***
Fellow Shareholder,
IsZo Capital Management LP (together with its affiliates, “IsZo”
or “we”) is a long-term and significant shareholder of Nam Tai
Property Inc. (“Nam Tai” or the “Company”) that owns approximately
13% of the Company’s outstanding shares. We believe substantial
boardroom change is urgently needed at Nam Tai after years of
dismal corporate governance, perpetual conflicts of interests, poor
financial performance and value-destructive capital allocation
decisions. The case for change became clearer than ever after
the Eastern Caribbean Supreme Court (the “Court”) found that the
directors we are seeking to remove breached their fiduciary
duties.
This is why we are urging shareholders to vote on the
GREEN Proxy Card to
reconstitute the Board of Directors (the “Board”) at the upcoming
court-ordered meeting of Nam Tai shareholders (the “Special
Meeting”) on April 26, 2021. The Special Meeting will provide
shareholders the opportunity to vote on the following:
- The removal of four incumbent directors (Dr. Lai Ling Tam, Dr.
Aiping Lyu, Professor Si Zong Wu and Dr. Wing Yan (William) Lo) as
well as any new directors appointed by the Board since the
conclusion of the 2020 Annual General Meeting of Shareholders;
and
- The appointment IsZo’s six highly-qualified and independent
candidates (Michael Cricenti, Cindy Chen Delano, Bo Hu, Louis
Leung, Paula J. Poskon and Jeffrey Tuder).
Since Kaisa Group Holdings Ltd. (together with its affiliates,
“Kaisa”) began taking control of Nam Tai in 2017, we believe the
best interests of shareholders have been consistently disregarded
by management and the Board. Kaisa’s well-documented focus on its
own interests above all else has led to massive value destruction
and negative returns over numerous time horizons, including
one-year (-58.96%), three-year (-43.75%) and five-year (-9.68%)
periods.1 The Kaisa-affiliated individuals running Nam Tai have
never even provided shareholders with a credible roadmap for
realizing the up to $40 per share in value that the Company’s own
valuation estimates attach to its property holdings.
In any event, we believe our case for change was undeniably
validated by the Court with its ruling that the directors we are
seeking to remove breached their fiduciary duties when
orchestrating the $170 million private placement announced by the
Company on October 5, 2020.
You may recall that on September 11, 2020, IsZo delivered to Nam
Tai verified requests to convene a Special Meeting from holders of
approximately 40% of the Company’s outstanding shares – a number
far in excess of the 30% requirement – seeking to remove and
replace the Kaisa-affiliated directors from the Board (the
“Requisition”). Rather than calling the Special Meeting demanded by
shareholders, the Board approved a $170 million private placement,
which distributed more than 16 million shares to Kaisa’s
wholly-owned subsidiary Greater Sail Limited, taking its ownership
from 23.9% to 43.9% of the outstanding shares, and more than 2.6
million shares to West Ridge Investment Company Limited.
It was clear to us that the private placement
represented a blatant entrenchment maneuver intended to
prevent boardroom change at the Special Meeting by significantly
boosting Kaisa’s ownership and diluting other shareholders, so we
filed a lawsuit on October 13, 2020 seeking to invalidate the
private placement and protect our fellow shareholders from this
egregious corporate abuse. The Court found that the Board
acted for an improper purpose when initiating the dilutive
transaction in October 2020. It was determined that execution of
the private placement was a breach of the directors’ fiduciary
duties and was undertaken to give Kaisa de facto control of the
Company in response to the Requisition.
As a result of our litigation, the Court issued a
judgment on March 3, 2021 that voided the private placement,
exposed the Board’s improper actions and ordered the Special
Meeting to be held. The full text of the judgment is available
at www.FixNTP.com.
Given the Court’s findings, we believe shareholders need to ask
only one simple question when deciding how to vote at the Special
Meeting. Why would any shareholder not
named Kaisa support the continued service of Dr. Tam, Dr. Lyu,
Professor Wu or Dr. Lo on the Board after they breached their
fiduciary duties and attempted to give Kaisa de facto control of
the Company at the expense of all other
shareholders?
THERE IS FINALLY A CLEAR PATH TO FIXING NAM
TAI: VOTE TO INSTALL THE ISZO SLATE
IsZo has recruited an ethical, high-integrity group of director
candidates with deep real estate expertise, extensive business
experience in China, proven management and board service pedigrees,
and strong capital allocation and transaction acumen. Importantly,
unlike the incumbent directors IsZo is seeking to remove, none of
IsZo’s director candidates have been found guilty of breaching
their fiduciary duties.
Our six-member slate also has a strong vision for improving
governance, ending conflicts of interest and self-dealing, and
implementing a disciplined capital allocation approach. By adding
our candidates to the Board alongside incumbents Peter R. Kellogg
and Mark Waslen (who were found by the Court to be independent and
not to have breached their fiduciary duties), shareholders can
finally trust that Nam Tai has a diverse, independent and qualified
Board that is committed to acting in the best interests of ALL
shareholders.
We encourage shareholders to visit www.FixNTP.com to learn more
about our director candidates. The website also includes important
instructions on how to vote for change on the GREEN Proxy Card.
We look forward to your support.
Sincerely,
Brian Sheehy IsZo Capital Management LP
***
Vote the GREEN Proxy Card to install IsZo’s full
slate of director candidates to promptly restore credibility and
integrity in Nam Tai’s boardroom.
Please visit www.FixNTP.com to review our
letter and learn how to vote on the GREEN Proxy Card.
***
1 Total shareholder return figures account
for dividends reinvested and run through the close of trading on
May 26, 2020 (the day before IsZo issued its first public
communication to Nam Tai shareholders).
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