Texas Pacific Land Trust Responds to Dissident Group’s Actions
May 22 2019 - 7:24PM
Business Wire
Disputes Validity of Mr. Oliver’s “Meeting” and
Purported Self-Election
On May 21, 2019, Texas Pacific Land Trust (NYSE:TPL) (the
“Trust”) gave notice that the special meeting scheduled to be
convened today has been postponed to address Eric Oliver’s ongoing
efforts to mislead the Trust’s shareholders by making materially
misleading statements and failing to disclose material information
related to his record and potential conflicts of interest.
Over the past several months, the Trustees have made every
effort to resolve these issues amicably and to obtain the
information necessary for all shareholders to evaluate Mr. Oliver’s
fitness to serve as Trustee. As recently as last Thursday, May 16,
the Trust’s counsel reached out in writing to Mr. Oliver’s personal
attorney as part of these efforts. Mr. Oliver’s attorney never
responded, forcing the Trust to take the step of postponing the
meeting and filing a lawsuit in the U.S. District Court for the
Northern District of Texas. In its lawsuit, the Trust has requested
that the court compel Mr. Oliver to correct his misstatements and
omissions as soon as possible so that all shareholders can vote on
a fully-informed basis on all the candidates.
Unfortunately, the dissident group continues to mislead
shareholders. This morning, Mr. Oliver and his attorneys purported
to convene a “meeting” that they have attempted to pass off as
constituting a special meeting of the Trust’s shareholders. It was
not. As the Declaration of Trust clearly provides, shareholder
meetings may only be called after certain requirements are met,
including providing notice and following other procedures. Mr.
Oliver’s purported “meeting” was conducted in a secretly-booked
conference room with no notice whatsoever provided to the vast
majority of the shareholders.
During his “meeting,” Mr. Oliver refused to take questions from
shareholders before purporting to hold a vote to elect himself as
Trustee, even though fewer than half of the Trust’s outstanding
shares were represented at Mr. Oliver’s “meeting.” In light of the
Trust’s earlier announcements that the special meeting would be
delayed, holders of millions of shares have not returned any
proxies yet. It is disappointing that Mr. Oliver intends to
disenfranchise all these shareholders. Equally disconcerting, we
believe the dissident group’s disclosure of the highly confidential
interim proxy tally constitutes another serious violation of
federal securities laws.
The Trust will announce a new date for the special meeting once
the claims and issues raised in litigation are resolved. As
previously announced, all three independent proxy advisory firms –
ISS, Glass Lewis and Egan-Jones – have recommended that
shareholders vote FOR General Donald Cook.
Forward-Looking Statements
This release may contain statements that are “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements contained in this release,
other than statements of historical fact, are “forward-looking
statements” for purposes of these provisions, including statements
regarding Texas Pacific’s future operations and prospects, the
markets for real estate in the areas in which Texas Pacific owns
real estate, applicable zoning regulations, the markets for oil and
gas, production limits on prorated oil and gas wells authorized by
the Railroad Commission of Texas, expected competitions,
management’s intent, beliefs or current expectations with respect
to Texas Pacific’s future financial performance and other matters.
Texas Pacific cautions readers that various factors could cause its
actual financial and operational results to differ materially from
those indicated by forward-looking statements made from
time-to-time in news releases, reports, proxy statements and other
written communications, as well as oral statements made from time
to time by representatives of Texas Pacific. The following factors,
as well as any other cautionary language included in this release,
provide examples of risks, uncertainties and events beyond our
control that may cause Texas Pacific’s actual results to differ
materially from the expectations Texas Pacific describes in such
forward-looking statements: global economic conditions; market
prices of oil and gas; the demand for water services by operators
in the Permian Basin; the impact of government regulation; the
impact of competition; the continued service of key management
personnel; and other risks and uncertainties disclosed in Texas
Pacific’s annual reports on Form 10-K and quarterly reports on Form
10-Q. We undertake no obligation to update publicly or otherwise
revise any forward-looking statements, whether as a result of new
information, future events or other factors that affect the subject
of these statements, except where we are expressly required to do
so by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190522005890/en/
Media:Abernathy MacGregorSydney Isaacs / Jeremy
Jacobs(713) 343-0427 / (212) 371-5999sri@abmac.com /
jrj@abmac.com
Investor Relations:MacKenzie PartnersPaul Schulman /
David Whissel(212) 929-5500 or (800)
322-2885pschulman@mackenziepartners.com
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