Thunderbird Responds — Voss Capital’s Refusal to Engage Risks Significant Value Destruction

Rhea-AI Summary

Thunderbird Entertainment Group (TSXV: TBRD, OTCQX: THBRF) addressed a proxy fight initiated by Texas-based Voss Capital, emphasizing its commitment to shareholder value and avoiding a costly dispute. The company highlighted a 25% revenue increase in Q1 and 83% growth from fiscal 2020 to 2022, alongside a 30% rise in adjusted EBITDA. Thunderbird remains profitable and cash flow positive, countering Voss's claims of inadequate value creation. Additionally, it noted the challenging equity market and potential obstacles in engaging foreign bidders due to Canadian cultural approval requirements.

Positive

• 25% revenue increase in Q1 2022.
• 83% revenue growth from fiscal 2020 to 2022.
• 30% rise in adjusted EBITDA.
• The company is profitable and cash flow positive.
• No debt and organic growth.

Negative

• Proxy fight could distract management and unsettle stakeholders.
• Difficult equity market may impact strategic transactions.
• Unpredictable Canadian government cultural approvals for foreign bidders.

VANCOUVER, British Columbia--(BUSINESS WIRE)-- Thunderbird Entertainment Group Inc. (TSXV: TBRD, OTCQX: THBRF) (Thunderbird or the Company) today set the record straight regarding a proxy fight instigated by Texas-based hedge fund Voss Capital LLC (“Voss”) in a misguided attempt to put Thunderbird up for sale. Thunderbird also corrects certain other factually inaccurate and misleading claims by Voss in its November 18, 2022 news release.

Thunderbird hoped to avoid a distracting and value-destructive proxy fight

Over the last several weeks, Thunderbird engaged privately with Voss to avert an ugly, costly fight that will negatively impact all stakeholders. A proxy fight will be distracting to management, unsettling to the team, and could create unrest with buyers and customers. This, at a time when the Company is firing on all cylinders, including many exciting developments in owned-IP and several pending series renewals across all divisions. Thunderbird came to the table in good faith, attempting to find common ground. Unfortunately, Voss has chosen not to meaningfully engage and has now declared that we are at an impasse.

The equity markets are difficult now

Thunderbird is constantly checking the market (buy- and sell-side) including through engagement with potential financiers (debt and equity), investment banks, private equity funds and potential strategic and synergistic partners. The equity markets are difficult now, but it won’t last forever. Thunderbird remains a very profitable, cash flow positive and growing company, and the fact that the markets are unstable, alone, is a good reason not to push for a transformative transaction which will almost certainly fail. In addition, the Company is aware of several failed sales processes for similarly sized companies in its industry in the last several months alone.

As the Company has stated previously, the pool of Canadian bidders is small and non-Canadians would be subject to Canadian Government cultural approval. Such approval is unpredictable and could be subject to time-consuming and expensive undertakings, which could further restrict the pool of interested parties and diminish the price offered to Thunderbird shareholders.

Voss is wrong to complain about Thunderbird’s value-creation strategy

Voss’s November 18, 2022 news release complained that Thunderbird is not creating value. Voss ignored the evidence delivered one day earlier, when Thunderbird announced a 25% revenue gain for the first fiscal quarter; this on top of the facts that: from fiscal 2020 through fiscal year end 2022, Thunderbird’s revenue increased 83% and adjusted earnings before interest, taxes, depreciation, and amortization (AEBITDA) increased 30%. The Company has no debt and its growth is purely organic.

Moreover, Voss omitted appropriate context with its criticism of Thunderbird’s share price performance. Voss ignored clear evidence that Thunderbird shares have outperformed directly comparable peers as well as the market.

Thunderbird will file and mail its Circular in due course, after which it will commence soliciting proxies for its nominees. The Circular will be posted at investors.thunderbird.tv and under Thunderbird's profile on SEDAR at www.sedar.com.

ABOUT THUNDERBIRD ENTERTAINMENT GROUP

Thunderbird Entertainment Group is a global award-winning, full-service multiplatform production, distribution and rights management company, headquartered in Vancouver, with additional offices in Los Angeles, Toronto, and Ottawa. Thunderbird creates award-winning scripted, unscripted, and animated programming for the world’s leading digital platforms, as well as Canadian and international broadcasters. Thunderbird’s vision is to produce high quality, socially responsible content that makes the world a better place. The Company develops, produces, and distributes animated, factual, and scripted content through its various content arms, including Thunderbird Kids and Family (Atomic Cartoons), Thunderbird Unscripted (Great Pacific Media), formerly known as Thunderbird Factual, and Thunderbird Scripted. Productions under the Thunderbird umbrella include The Last Kids on Earth, Molly of Denali, Highway Thru Hell and Kim’s Convenience, among others. The Company also has a team dedicated to global distribution and consumer products. Thunderbird is on Facebook, Twitter, and Instagram at @tbirdent. For more information, visit: www.thunderbird.tv.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the nature, cost and impact of a proxy fight on Company stakeholders; the future state of the equity markets; the likelihood that a transformative transaction would fail; Canadian Government cultural approval requirements for a transformative transaction; timing for filing and mailing the Circular; timing for soliciting proxies for management nominees; the Company’s objectives, goals or future plans; and the business and operations of the Company. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; and those additional risks set out in the Company’s management’s discussion and analysis for the years ended June 30, 2022 and 2021 and other public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

SOURCE Thunderbird Entertainment Group Inc.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility of the adequacy or accuracy of this release, which has been prepared by management.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221207005649/en/

Investor Relations Contacts:

Glen Akselrod, Bristol Capital

Phone: + 1 905 326 1888 ext 1

Email: glen@bristolir.com



Media Relations Contact:

Lana Castleman, Director, Marketing & Communications

Phone: 416-219-3769

Email: lcastleman@thunderbird.tv



Corporate Communications

Julia Smith, Finch Media

Email: Julia@finchmedia.net

Source: Thunderbird Entertainment Group Inc.

FAQ

What did Thunderbird Entertainment Group announce concerning Voss Capital?

Thunderbird addressed a proxy fight initiated by Voss Capital, clarifying its commitment to shareholder value.

What were Thunderbird's revenue growth figures?

Thunderbird reported a 25% revenue increase in Q1 2022 and an 83% growth from fiscal 2020 through fiscal year end 2022.

How is Thunderbird's financial health as of now?

Thunderbird is profitable, cash flow positive, and has no debt, indicating strong financial health.

What challenges does Thunderbird face in the equity market?

The equity market is currently difficult, and the company has noted potential complications with Canadian government cultural approvals for foreign buyers.

What are the implications of the proxy fight for Thunderbird's stakeholders?

The proxy fight could distract management and create unrest among stakeholders, negatively impacting company operations.