Vote only the WHITE Form of Proxy AGAINST, and
WITHHOLD votes from, Kingsway's proposed resolutions
Independent third-party ISS recommends voting
against the Kingsway resolutions and reports "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 Board Announces Appointment of Special
Financial Advisor
VANCOUVER, Nov. 3,
2015 Kobex Capital Corp. (TSX-V:KXM) (the
"Company" or "Kobex") today announced that it is
mailing and filing a new Letter to Kobex Shareholders dated
November 3, 2015. This letter
highlights the recent positive recommendation in favour of your
current board of directors (the "Board") by Institutional
Shareholder Services Inc. ("ISS"), a leading independent
corporate governance analysis and proxy voting firm, as well as a
rebuttal of the misinformation campaign being waged by Kingsway
Financial Services Inc. ("Kingsway") in aid of its
unnecessary and wasteful dissident initiative, and urges all
shareholders of Kobex ("Kobex Shareholders") to reject
Kingsway's self-serving attempt to take control of Kobex and its
assets.
The Board is genuinely concerned that misleading
statements by Kingsway have been disseminated to investors to
solicit their votes in favour of Kingsway's resolutions and
nominees. In addition, the Board strongly urges any Kobex
Shareholders who previously tendered their shares of Kobex and
deposited their proxies to Kingsway's now expired "mini-tender"
offer to immediately vote the WHITE form of proxy and join those
Kobex Shareholders who have recognized the true nature of
Kingsway's misleading contest and voted against Kingsway's
proposals and its attempt to gain control of Kobex.
Consistent with their mandate undertaken upon the
reorganization of the board of Kobex in July
2013, the Board and management of Kobex continue to actively
evaluate potential financial and other strategic transactions in
order to maximize shareholder value. The Board has recently
appointed Haywood Securities Inc. to act as its special financial
advisor in connection with this ongoing strategic review and to
support the activities of the Board's existing accounting and legal
advisors.
The Board urges all Kobex Shareholders to review
in detail the new Letter to Kobex Shareholders, which is being
mailed to Kobex Shareholders and will be available both under the
Company's profile at www.sedar.com and on the Company's website at
www.kobex-capital.com.
The Letter to Kobex Shareholders is also
available at:
http://rejectkingsway.com/docs/lettertoshareholders/pr-nov3.pdf.
Special Meeting
The Special Meeting of Kobex Shareholders is
scheduled to be held at 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. Time is
short. The Board unanimously recommends that Kobex
Shareholders REJECT changes to the current Board and vote only the
WHITE form of proxy AGAINST, and WITHHOLD their votes from, all of
the Kingsway resolutions, as applicable. 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 Kobex Shareholders to please visit
www.kobex-capital.com and click on the "Vote Now" button.
The Board also unanimously recommends that
Kobex Shareholders should disregard the blue proxy form and any
other materials delivered by Kingsway or its agent, Kingsdale
Shareholder Services.
Shareholders who have previously voted the
dissident blue form of proxy and wish to support Kobex management
have the right to change their vote by simply completing, executing
and delivering a WHITE proxy. A later-dated WHITE proxy revokes a
previously recorded vote.
Your Board thanks you for your continued support
of Kobex.
Kobex Shareholders who have any questions,
require information in respect of this process, or require any
assistance in completing, executing and submitting their
WHITE form of proxy or voting instruction form, or in
revoking their blue proxy forms, including those delivered in
connection with Kingsway's "mini-tender" offer, should 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.
SOURCE Kobex Capital Corp.