Bristol Responds To Jaguar Mining Regarding Payments To Directors And Comments On Recent Glass Lewis And ISS Reports
Bristol States its Estimate of Payments Made to Directors Was Based on Methodology Reviewed with Jaguar's CFO
Bristol is Gratified Glass Lewis Concluded that "Shareholders Should be Troubled By the Complaints Brought Forth by Bristol"
Bristol States that Board's Decision to "Voluntarily" Relinquish Cliff SARs Reinforces a Misalignment of Special Committee Members' Interests During Failed Strategic Review
Bristol Criticizes Jaguar for Mischaracterizing the Special Committee's "Offer to Grant Bristol Full Details" of Strategic Review
Bristol Recommends Shareholders 'Withhold' Votes Against Reelection of Gary German, Gil Clausen and John Andrews to the Board at Jaguar's Upcoming Annual General Meeting
Bristol Investment Partners, LLC, the largest shareholder of Jaguar Mining Inc. (NYSE: JAG) with current ownership of approximately 8.6% of the outstanding common shares, today issued the following statement responding to Jaguar with regard to Bristol's estimate of the total payments made to Directors during the Company's recent strategic review process. In its statement, Bristol also commented on, among other things, the recent reports issued by Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis" ) in connection with Jaguar's Annual General Meeting scheduled to be held on June 29, 2012 (the "AGM").
"We are pleased with the overwhelming response we have received from Jaguar shareholders following our June 13, 2012 letter to the Jaguar Board in which we set forth a detailed narrative of the reasons we will withhold 100% of our share votes against the reelection of Gary German, Gil Clausen and John Andrews (the "Lead Directors") to the Jaguar Board at the upcoming Annual General Meeting ("AGM"). It is clear many Jaguar shareholders are outraged by the performance of the Lead Directors and are energized to embrace a platform to hold the Lead Directors accountable for the destruction of shareholder value suffered under their watch.
It is unfortunate that the Lead Directors have chosen to spend precious Jaguar resources on proxy-solicitation and legal fees in an attempt to deflect shareholder scrutiny away from their epic misjudgments to far less relevant issues, such as Bristol's estimate of payments made to the Lead Directors during the past six months. To be clear, Bristol developed its estimate of total payments made to the Lead Directors based on information collected during a June 11 conference call with Jaguar Chief Financial Officer Jim Roller and Jaguar Investor Relations Officer Roger Hendriksen. During this call, Mr. Roller noted that Bristol's methodology in estimating total costs for the strategic review process was reasonable.
Bristol views payments to directors as including retainers, fees, meeting-attendance fees, salaries, and all reimbursed business and travel expenses. Bristol is unsure exactly what subset of "payments to directors" the Board specifically calculated in the $203,187.50 figure Mr. German submitted to Bristol on June 21, but we believe a more productive juncture to share such detail would have been during Bristol's conference call with Jaguar's Chief Financial Officer on June 11. Bristol has no intention of amending its Schedule 13D in any manner and maintains that it has a reasonable basis for all statements it has made to date regarding the strategic review process.
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