16:16:43 EDT Sun 05 May 2024
Enter Symbol
or Name
USA
CA



Parkland Corp
Symbol PKI
Shares Issued 174,695,422
Close 2024-04-12 C$ 40.94
Market Cap C$ 7,152,030,577
Recent Sedar Documents

Parkland decides "strategic" review unnecessary

2024-04-15 00:22 ET - News Release

Mr. Steven Richardson reports

PARKLAND ISSUES STATEMENT IN RESPONSE TO SIMPSON OIL LIMITED

Parkland Corp. has determined that a strategic review is unnecessary and does not consider it in the best interests of the majority of its shareholders. Parkland's board of directors continuously evaluates opportunities to enhance and maximize shareholder value. The current call for a strategic review represents another attempt by Simpson Oil Ltd. to circumvent established corporate governance without considering the interests of all shareholders.

In 2023, while having nominees on its board, Simpson solicited a potential sale of Parkland at a valuation significantly below the company's intrinsic value. The company engaged legal and financial advisers, and conducted a thorough evaluation of the proposed transaction. In addition, the board established a special committee and engaged its own independent advisers.

"After careful consideration, the board determined that pursuing this alternative would not serve the best interests of the company and its shareholders," said Steven Richardson, chair of the board. "Parkland's board fulfills its responsibilities for the benefit of all shareholders, not at the direction of one."

Parkland provides additional context for its determination that a strategic review is unnecessary.

Simpson reverses its position on successful Parkland strategy

Before Simpson withdrew its nominees from the board, it participated in the development of Parkland's strategy and plans, which following a period of significant acquisitions, is currently aimed at capturing synergies, driving organic growth and enhancing shareholder returns. This strategy, and the clear and disciplined capital allocation framework it is built on, was presented at the company's 2023 investor day and received strong support from the majority of shareholders. The significant increase in share price through 2023 demonstrates the effectiveness of its current strategic focus.

Simpson is in violation of shareholder governance agreement

While the board values and welcomes the perspectives of shareholders, it must act in the best interests of the company and all of its shareholders. In accordance with this duty, the company entered into a governance agreement with Simpson dated Jan. 8, 2019, where Simpson agreed to a range of provisions to ensure that Simpson would not be able to exercise undue influence and control over Parkland in pursuing its own interests.

It has become clear that Simpson is disregarding its obligations under the governance agreement in a manner that negatively impacts shareholder and other stakeholder interests. Parkland will enforce the terms of the governance agreement while remaining willing to engage with Simpson. A copy of the governance agreement is available on Parkland's SEDAR+ profile.

Parkland is committed to maximizing shareholder value

Parkland's board always remains open to exploring opportunities that would deliver maximum value for all shareholders. The board has endeavoured to engage in constructive dialogue with Simpson through personal meetings, calls and correspondence, all grounded in the principles of fiduciary responsibility, proper governance and acting in the best interests of all shareholders.

About Parkland Corp.

Parkland is an international fuel distributor, marketer and convenience retailer with operations in 26 countries across the Americas. It serves over one million customers each day. Its retail network meets the fuel and convenience needs of everyday consumers. Its commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting its customers' needs for essential fuels, it provides a range of choices to help them lower their environmental impact. These include renewable fuel sourcing, manufacturing and blending, carbon and renewable trading, solar power, and ultrafast electric vehicle charging. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, it has developed supply, distribution and trading capabilities to accelerate growth and business performance.

Its strategy is focused on two pillars: its customer advantage and its supply advantage. Through its customer advantage, it aims to be the first choice of its customers, cultivating their loyalty through proprietary brands, differentiated offers, its extensive network, competitive pricing, reliable service and its compelling loyalty program. Its supply advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which it operates and through its well-positioned assets, significant scale, and deep supply and logistics capabilities. Its business is underpinned by its people and its values of safety, integrity, community and respect, which are deeply embedded across the organization.

We seek Safe Harbor.

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