DavidsTea Founder Herschel Segal Confirms Long-Term Commitment to the Company and Proposes Slate of New Directors

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  • Shareholder Value Eroded.  Herschel Segal, the principal shareholder of DavidsTea Inc. DTEA through his holding company Rainy Day Investments Ltd. ("RDI"), believes that poor operating decisions and unproductive leadership by the Board of Directors and management of DavidsTea have greatly eroded shareholder valueOperating losses continue each quarter, and for the most recent fiscal year, were approximately four times greater than in the previous year.  Financial results continue to be deeply disturbing.  The status quo is not an option.

  • A Vision for DavidsTeaHerschel Segal believes in the future of DavidsTea.  His vision for DavidsTea is to build on its strengths, including a well-known brand, a loyal customer base across Canada and passionate employees, while addressing weaknesses such as U.S. operations and excessive product and organizational costs.  With the right focus, DavidsTea can restore growth, position itself on a sustainable path, and create value for the long-term – for shareholders, customers and employees.  The economy is strong, the DavidsTea brand resonates with a new generation of consumers, and the tea business offers compelling opportunities for creating long-term shareholder value.  By focusing on the right priorities, DavidsTea can aspire to a great future as an iconic Canadian brand.

  • Focus on Operations and Financial TurnaroundIn Mr. Segal's view, DavidsTea's priority should be a turnaround of its financial performance through improved operations, and not a continuing strategic review process, the end goal of which is to sell all or part of the business.  The operational objective should be a "best in class" customer experience which results in a turnaround of DavidsTea's financial performance.

  • Unified Board of DirectorsIn order to improve operations and effect a financial turnaround, a unified Board of Directors is needed, one which shares a common vision for DavidsTea's future.  The strategic review process favoured by the current Board of Directors has run its course; DavidsTea and the Board of Directors need to get to work immediately to revitalize the business.  With a new, unified Board of Directors, DavidsTea will be able to make substantial progress in improving operations and financial performance, for the benefit of all shareholders.  Herschel Segal, through RDI, has proposed a slate of new directors who will work in the best interests of all DavidsTea shareholders.

  • Quality CandidatesThe seven nominees proposed by RDI bring impeccable credentials in retailing and finance and vast business experience to DavidsTea's governance.  A clear majority of the nominees are independent of Herschel Segal and RDI.  They share a common vision for DavidsTea and a belief in its future.

MONTREAL, April 25, 2018 (GLOBE NEWSWIRE) -- Rainy Day Investments Ltd. ("RDI"), the principal shareholder of DavidsTea Inc. ("DavidsTea") DTEA, announces that it today formally submitted to DavidsTea the names of seven nominees (the "Proposed Nominees") for election to the Board of Directors of DavidsTea at the annual meeting of shareholders to be held on June 14, 2018 (the "Meeting").  RDI submitted the names of the Proposed Nominees in accordance with Article 11 of By-law 2015-1 of DavidsTea, the "advance notice" provision.  RDI currently exercises control and direction over 11,973,681 common shares of DavidsTea ("DavidsTea Shares"), representing approximately 46.23% of the outstanding DavidsTea Shares.  RDI is the holding company of Mr. Herschel Segal, a founder of DavidsTea and a director until March 5, 2018.

A Need for Change at DavidsTea

Herschel Segal resigned from the Board of Directors of DavidsTea on March 5 due to his belief that a majority of the current Board members do not share his vision for a financial turnaround of DavidsTea through a focus on improving operations; they instead consider a continuing strategic review process to be DavidsTea's priority.  Mr. Segal concluded that in order to revitalize DavidsTea's operations, RDI had to propose a slate of new directors sharing his vision for, and long-term commitment to, DavidsTea.

Mr. Segal believes that DavidsTea must focus on an operational and financial turnaround that positions DavidsTea on a sustainable path and creates long-term value – for shareholders, customers and employees.  With a new, unified Board of Directors sharing this common vision, Mr. Segal believes that DavidsTea can aspire to a great future as an iconic Canadian brand.

Herschel Segal's fundamental conviction is that good products and satisfied customers are basic ingredients for a profitable business.  The leadership of DavidsTea needs to rebuild the corporate culture, from the boardroom to the store and online sales channels, to deliver a variety of quality products priced as a good-value proposition for the consumer, and with empathetic, enthusiastic communication with the customer.  These straightforward principles will lead to a strengthening of DavidsTea's retail operations in Canada and the United States, as well as the virtual online shopping experience.

DavidsTea is at a critical juncture; the status quo is not an option.  Herschel Segal wants, and DavidsTea needs, a unified Board of Directors committed to an operational and financial turnaround built upon straightforward, fundamental principles.  It's time to get to work on turning around DavidsTea.

At the Meeting on June 14, shareholders will have an opportunity to affect DavidsTea's future by voting for the seven Proposed Nominees.  This election is perhaps the most important in DavidsTea's history.  A vote for the Proposed Nominees will start the process by which DavidsTea can achieve its great potential.

Operational and Financial Turnaround Plan

Herschel Segal believes that the tea industry is growing, consumers in Canada and the United States are increasingly health conscious and aware of the benefits of specialty teas, and DavidsTea has a well-recognized brand name and a loyal customer base across Canada, all of which are important factors for an operational and financial turnaround.  Mr. Segal further believes that the basis for a financial turnaround is a focus on DavidsTea's operations, with good products and satisfied customers. Specifically, Mr. Segal believes that DavidsTea can effect an operational and financial turnaround as follows:

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  • Focus on and listen to the customer, enhance the customer experience and make sure that customers are satisfied
  • Provide excellent products at a compelling price by rebuilding DavidsTea's buying department and improving the efficiency of product purchasing
  • Create ongoing, two-way communication between DavidsTea's head office and its stores, and provide support to the stores and their personnel
  • Focus on the Canadian market, where the DavidsTea brand has been successful, and expand the number of stores in Canada
  • Stabilize operations in the United States
  • Reduce overhead costs, including a reduction of head office personnel
  • Assess DavidsTea's senior management and make any necessary changes
  • Provide clear direction from the Board of Directors to senior management and employees

Background

  • In early March 2018, DavidsTea asked that RDI provide the Corporate Governance and Nominating Committee of the Board of Directors with the names of RDI's proposed nominees for election to the Board of Directors at the Meeting.

  • On March 12, 2018, after the close of the markets, RDI issued a press release announcing that it intended to submit a slate of nominees to DavidsTea for election as the Board of Directors.

  • In the March 12 press release, RDI reiterated its statement of February 20, 2018 that RDI has no intention of selling its shares of DavidsTea at this time.

  • On March 19, 2018, RDI submitted a slate of nominees to the Corporate Governance and Nominating Committee for election as the Board of Directors of DavidsTea at the Meeting, and issued a press release announcing that it had done so.

  • In the March 19 press release, Herschel Segal stated, "This is a slate of quality candidates with a common vision for DavidsTea and with the competencies and experience necessary for a turn-around of the company, for the benefit of all DavidsTea shareholders."  Mr. Segal further noted that a clear majority of the nominees are independent of RDI.

RDI's Compromise Proposal to the Board of Directors

RDI and its legal counsel then initiated discussions with the Board of Directors of DavidsTea and with three minority shareholders, each of whom owns more than 10% of the DavidsTea Shares, with the objective of reaching an agreement with them on a slate of nominees for election as the Board of Directors of DavidsTea.  As a compromise, RDI proposed a slate of nine nominees, consisting of: five nominees of RDI; three nominees to be proposed by the Board of Directors and/or the minority shareholders; and the Chief Executive Officer of DavidsTea.  Both the Board of Directors and three minority shareholders refused this compromise slate of nominees.  Accordingly, RDI today formally submitted the names of seven Proposed Nominees in accordance with Article 11 of By‑law 2015-1 of DavidsTea, the "advance notice" provision.

RDI's Independent and Experienced Board Nominees

Herschel Segal leads the slate of Proposed Nominees.  If the slate is elected at the Meeting, it is expected that Mr. Segal will be appointed as Executive Chairman of the Board of Directors of DavidsTea.  The six other Proposed Nominees are: M. William Cleman, a corporate director and consultant; Pat De Marco, President of Viau Foods Inc., located in Laval, Québec; Emilia Di Raddo, President of Le Château Inc., a leading Canadian fashion retailer based in Montreal, Québec; Dr. Ludwig Max Fisher, a retired professor with an interest in holistic nutrition and herbal medicine; Dr. Peter Robinson, until recently CEO of the David Suzuki Foundation and prior thereto CEO of Mountain Equipment Co-op, a Canadian consumers' cooperative; and Roland Walton, former President of Tim Horton's Canada.

The Proposed Nominees were invited to serve in light of their diverse skills and experience and their commitment to an operational and financial turnaround of DavidsTea.  The Proposed Nominees collectively have expertise in the retail industry, financial expertise, and experience with public companies and other large organizations.  Herschel Segal believes that a Board of Directors comprised of the Proposed Nominees will be able to provide clear direction to DavidsTea's senior management and employees and is confident that the Proposed Nominees will help DavidsTea effect an operational and financial turnaround.

At present, all of the Proposed Nominees are "independent" within the meaning of applicable Canadian securities regulations and Nasdaq rules.  If Herschel Segal is appointed as Executive Chairman of the Board after the Meeting, a clear majority of the Proposed Nominees will be "independent."  In addition, at least three, if not more, of the Proposed Nominees are "financially literate" and "independent" within the meaning of Canadian securities regulations and Nasdaq rules and have the skills required in order to be members of the Audit Committee of DavidsTea.

The information set out below with respect to each Proposed Nominee has been provided by such Proposed Nominee as at April 19, 2018.  None of M. William Cleman, Pat De Marco, Dr. Ludwig Max Fischer, Dr. Peter Robinson or Roland Walton has been or is currently a director of DavidsTea or has held any other position or office with DavidsTea.  Emilia Di Raddo has been a director of DavidsTea since 2012, except for the period from January 2013 to March 2014, and Herschel Segal is a founder of DavidsTea and was a director from 2008 until his resignation on March 5, 2018.

The Proposed Nominees are as follows:

M. William Cleman
Côte Saint Luc, Québec, Canada

M. William Cleman is an experienced operating and financial executive in the retail and real estate sectors and is a corporate director and consultant.  Mr. Cleman has been a director of New Look Vision Group Inc., a company listed on the Toronto Stock Exchange, and its predecessor entities since 2005.  From January 2015 to July 2015, Mr. Cleman was a member of the Board of Directors and head of the special committee of Hartco Inc., a company listed on the Toronto Stock Exchange which was privatized in November 2015.  Since 2008, he has been Chairman of the Board of Arbell Inc., a private distribution company, and was a member of the Board of Directors of Hart Stores Inc., a company listed on the TSX Venture Exchange, from June 2008 until its privatization in February 2015.  He was a director of Gemmar Systems from 2005 to 2007, and from April 2002 to November 2005 was a member of the Board of Directors of Le Château Inc., a company then listed on the Toronto Stock Exchange.  Mr. Cleman retired as Chairman and Chief Executive Officer of Bouclair Inc., a Montréal-based retail chain in the home furnishings sector, in 2003.  Previously, Mr. Cleman held senior positions at Bouclair Inc. from 1994.  From 1989 to 1994, he was a partner in Cleman Ludmer Steinberg Inc., a merchant bank.  From 1971 to 1989, Mr. Cleman had a successful career at Steinberg Inc., a major food retailer and real estate company.  When Mr. Cleman left Steinberg Inc. in 1989 upon its sale to a private investor, he held the position of Chairman and CEO of Ivanhoe Inc., the real estate subsidiary of Steinberg Inc.  Mr. Cleman holds a Bachelor of Commerce degree from McGill University and a Masters of Business Administration degree from the University of Western Ontario, London, Ontario.  Mr. Cleman does not beneficially own, directly or indirectly, or exercise control or direction over, any DavidsTea Shares.

Pat De Marco
Dollard-des-Ormeaux, Québec, Canada

Pat De Marco has been President and Chief Operating Officer of Viau Food Products Inc. of Laval, Québec, a large Canadian processor of beef and pork products, since 2008.  Prior thereto, Mr. De Marco held senior executive positions at Moores Retail Group Inc., Canada's leading menswear retailer, from 1995 as Chief Financial Officer and from 2002 as President.  Prior to that, Mr. De Marco was a partner at Ernst & Young LLP, where for 13 years he audited and consulted for companies in the manufacturing, real estate and consumer goods sectors.  Mr. De Marco is a CPA, and holds a Bachelor of Commerce degree from Concordia University, Montreal, Québec.  Mr. De Marco does not beneficially own, directly or indirectly, or exercise control or direction over, any DavidsTea Shares.

Emilia Di Raddo
Montreal, Québec, Canada

Emilia Di Raddo has been the President of Le Château Inc., a company listed on the TSX Venture Exchange, since 2000, where she has also served on the Board of Directors since 2001 and served as Chief Financial Officer from 1996 to 2000.  Prior to that, Mrs. Di Raddo was a partner at Ernst & Young LLP where she practiced for more than 15 years for companies operating in the retail and consumer products industries.  Mrs. Di Raddo received a Bachelor of Commerce degree and a Diploma in Accountancy from Concordia University, Montreal, Québec, and is a chartered accountant and CPA.  She has been a director of DavidsTea since 2012, except for the period from January 2013 to March 2014.  Mrs. Di Raddo does not beneficially own, directly or indirectly, or exercise control or direction over, any DavidsTea Shares, and holds 48,635 stock options and 14,690 restricted share units ("RSUs") of DavidsTea directly.

Dr. Ludwig Max Fisher
Toronto, Ontario, Canada

From 1980 to 2013, Dr. Ludwig Max Fischer was Professor of German and International Studies at Willamette University, Salem, Oregon, where he also held administrative positions, including Chair of the Department of German and Russian Studies.  Since 2008, Dr. Fischer has been a consultant to the President and CEO of Rancho La Puerta in Tecate, Mexico, a consistent winner of Travel & Leisure's "Best Spa Destination," as well as a Bi-Annual Lecturer on Nutrition and Natural Healing Modalities at Rancho La Puerta.  In 2018, Dr. Fischer was an invited lecturer on "The Concept of Holistic Living" at the Omega Institute, Rhinebeck, New York.  Dr. Fischer holds a Ph.D. in Philosophy and a Masters of Arts degree from the University of Colorado, Boulder, Colorado, and a Bachelor of Arts degree in English and sociology from the University of Regensburg, Regensburg, Germany. Dr. Fischer is the author of numerous publications on 20th century literature, exile literature and intercultural communications.  In addition to his expertise in literature, Dr. Fischer has a deep interest in psychology, holistic living and natural nutrition.  Dr. Fischer does not beneficially own, directly or indirectly, or exercise control or direction over, any DavidsTea Shares.

Dr. Peter Robinson
Mayne Island, British Columbia, Canada

Dr. Peter Robinson possesses diverse leadership experience spanning more than four decades in business, government and the non-profit sectors.  He was Chief Executive Officer of the David Suzuki Foundation from 2008 to 2017 and, from 2000 to 2008, was Chief Executive Officer of Mountain Equipment Co-op, a Canadian consumers' cooperative that sells outdoor recreation gear and clothing exclusively to its members.  From 1983 to 2000, Dr. Robinson held a number of positions with BC Housing, a government agency, including Chief Executive Officer from 1999 to 2000.  Dr. Robinson holds a Bachelor of Arts degree in geography from Simon Fraser University, Burnaby, British Columbia, and a Master of Arts degree in Conflict Analysis and Management and a Doctor of Social Sciences degree, both from Royal Roads University, Victoria, British Columbia.  He has been extensively involved in community and humanitarian work, including serving as a director from 2012 to 2017 of Imagine Canada, a national charitable organization, governor of the Canadian Red Cross Society from 2010 to 2012, and Chair of the Board of Governors and Chancellor of Royal Roads University from 2007 to 2010.  Dr. Robinson has received several honorary degrees and awards, including Honorary Doctor of Laws from Royal Roads University in 2014, Honorary Doctor of Technology from the British Columbia Institute of Technology in 2010, the Queen's Diamond Jubilee Medal in 2012 and the Order of Red Cross from the Canadian Red Cross Society in 2005.  Dr. Robinson does not beneficially own, directly or indirectly, or exercise control or direction over, any DavidsTea Shares.

Herschel Segal
Westmount, Québec, Canada

Since January 1969, Herschel Segal has served as President and Chief Executive Officer of Rainy Day Investments Ltd., an investment company.  In 1959, Mr. Segal founded Le Château Inc., a clothing retailer listed on the TSX Venture Exchange, and served as its Chief Executive Officer until September 2006.  Mr. Segal served as Executive Chairman of Le Château Inc. until February 2007 and remains a director.  Mr. Segal holds a Bachelor of Arts degree from McGill University.  Mr. Segal is a founder of DavidsTea and was a director from 2008 until his resignation on March 5, 2018.  Mr. Segal owns and exercises control over 11,973,681 DavidsTea Shares through RDI, a corporation controlled by him, and holds 7,500 deferred share units (DSUs) and 7,190 RSUs of DavidsTea directly.

Roland Walton
Oakville, Ontario, Canada

Roland Walton has more than 35 years of experience in the food service industry.  Mr. Walton spent 18 years as a member of the executive team at Tim Hortons, holding various key leadership positions including President of Tim Hortons Canada from 2012 to 2015, Chief Operating Officer from 2008 to 2012, Executive Vice-President Operations Canada and the United States from 2000 to 2008 and Executive Vice-President Operations Canada from 1997 to 2000.  Prior thereto, Mr. Walton spent 13 years with Pizza Hut/Pepsico in operations and general management positions in Canada and the United States.  Mr. Walton began his career with Wendy's Restaurants.  Mr. Walton was a member of the board of the Canadian Restaurant and Foodservices Association (CRFA) for more than 15 years beginning in 1997 and served as Treasurer on the Executive Committee for four years.  His service with the CFRA culminated with Mr. Walton being named an Honorary Fellow in 2012.  Mr. Walton currently serves as Vice Chairman of Food for Life, a not-for-profit organization based in Burlington, Ontario.  Mr. Walton holds a Bachelor of Commerce degree from Guelph University. Mr. Walton does not beneficially own, directly or indirectly, or exercise control or direction over, any DavidsTea Shares.

Cease Trade Orders and Bankruptcies, Penalties and Sanctions

Other than as set out below, none of the Proposed Nominees:

  1. is, or within the last ten years has been, a director, chief executive officer or chief financial officer of any company that: (i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an "Order"), which Order was issued while the Nominee was acting in the capacity as director, chief executive officer or chief financial officer of such company; or (ii) was subject to an Order that was issued after the Proposed Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the Proposed Nominee was acting in the capacity as director, chief executive officer or chief financial officer of such company;

  2. is, or within the last ten years has been, a director or executive officer of any company that, while the Proposed Nominee was acting in that capacity, or within a year of the Proposed Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

  3. has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets.

M. William Cleman was a director of Hart Stores Inc. ("HSI") when it sought protection from its creditors under the Companies' Creditors Arrangement Act (Canada) on August 30, 2011.  On February 27, 2012, the Québec Superior Court sanctioned and approved a Plan of Compromise and Arrangement filed by HSI under the Companies' Creditors Arrangement Act (Canada).  The Plan of Compromise and Arrangement was voted on and accepted by the creditors of HSI at a meeting held on February 15, 2012.

The shares of HSI were subject to cease-trade orders issued by the securities commissions of Québec, Ontario, British Columbia, Alberta and Manitoba, respectively, starting in August 2012, which cease-trade orders related to the audited financial statements of HSI for the fiscal year ended January 29, 2012 and its interim financial statements for the three-month period ended April 29, 2012.  In connection with a going-private transaction effected in February 2015, HSI obtained partial revocation orders from the five provincial securities commissions, in order to complete the going-private transaction.

To the knowledge of RDI, none of the Proposed Nominees has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Advisors

To support its efforts, RDI has engaged Fasken Martineau DuMoulin LLP as Canadian securities law counsel and Katten Muchin Rosenman LLP as U.S. securities law counsel.  RDI has also retained Shorecrest Group, a shareholder engagement firm led by industry veterans Christine Carson, Suzanne Makhan and Penny Rice, to act as strategic adviser and proxy solicitation agent.  Pursuant to the agreement between RDI and Shorecrest Group, the latter will receive a fee of approximately $115,000 plus out-of-pocket expenses.  RDI reserves all rights with respect to future actions, legal options and remedies available to it as a shareholder of DavidsTea.

Arrangement or Understanding

None of the Proposed Nominees is to be elected under any arrangement or understanding between the Proposed Nominee and any other person, subject to the condition that RDI intends to vote at the Meeting for each of the Proposed Nominees.

Executive Compensation and Securities Authorized for Issuance Under Equity Compensation Plans

Information regarding compensation of Proposed Nominees who are or were directors of DavidsTea (including the information prescribed by Form 51-102F5 - Information Circular and Form 51-102F6 - Statement of Executive Compensation), management contracts, securities authorized for issuance under equity compensation plans, indebtedness of directors and executive officers of DavidsTea, audit committee oversight, reliance on certain exemptions and external auditor service fees is not known to RDI and is not reasonably within the power of RDI to obtain.  Accordingly, for this information, RDI will refer to DavidsTea's latest management information circular and other continuous disclosure documents filed by DavidsTea under its profile on SEDAR at www.sedar.com.

Indebtedness of Directors

None of the Proposed Nominees is or has been indebted to DavidsTea at any time since the beginning of DavidsTea's most recently-completed financial year, or has indebtedness to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by DavidsTea.

Interest in Material Transactions and in Matters to Be Acted Upon

Except as otherwise disclosed herein, to the knowledge of RDI, neither RDI, nor any of its shareholders, directors or officers, or any associates or affiliates of RDI, or any of the Proposed Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of DavidsTea's most recently-completed financial year or in any proposed transaction which has materially affected or will materially affect DavidsTea or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the Meeting, other than the election of directors.

Consents

Each of the Proposed Nominees has consented to being named as a nominee for the election of directors at the Meeting.

Affiliates and Associates of RDI or the Proposed Nominees

The following persons are affiliates and associates of RDI: (i) Herschel Segal, who is a director, officer and shareholder of RDI and who holds 7,500 deferred share units ("DSUs") and 7,190 restricted share units ("RSUs") of DavidsTea; (ii) Jane Silverstone Segal, who is a director and shareholder of RDI and a beneficial owner of 9,000 common shares of DavidsTea; (iii) Lorenzo Salvaggio, who is an officer of RDI, a beneficial owner of 4,450 common shares of DavidsTea, and who holds 7,500 RSUs of DavidsTea; and (iv) Martin Goldsmith, who is a director of RDI, and who does not own any common shares or other securities of DavidsTea.

Rainy Day Investments Ltd.

RDI is an investment company controlled by Mr. Herschel Segal, incorporated under the Canada Business Corporations Act.  Its head office is at 5695 Ferrier Street, Mont-Royal, Québec, Canada H4P 1N1.

Investor Contact

Christine Carson
Co-founder & Managing Director
Shorecrest Group
Direct: 647-931-7396
E-mail: ccarson@shorecrestgroup.com

Disclaimers

This press release may contain forward-looking statements with respect to RDI.  These statements generally can be identified by use of forward- looking words such as "may" "will", "expect", "estimate", "anticipate", "intends" or "believe" or the negative thereof or similar variations.  Actual results could differ materially from those expressed or implied by such statements.  Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.  These cautionary statements qualify all forward-looking statements attributable to RDI and persons acting on its behalf.  Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and RDI has no obligation to update such statements, except to the extent required by applicable securities laws.

Information in Support of Public Broadcast Solicitation

RDI is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation.  The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by RDI, and not by or on behalf of the management of DavidsTea.

The registered office of DavidsTea is 5430 Ferrier, Mont-Royal, Québec, Canada H4P 1M2.

DavidsTea has announced that it has called the Meeting.  RDI may file a dissident information circular in connection with the Meeting, or any adjournment or postponement thereof, in due course in compliance with applicable securities and corporate laws.

This press release and any solicitation made by RDI in advance of the Meeting is, or will be, as applicable, made by RDI and not by or on behalf of the management of DavidsTea.  All costs incurred for any solicitation will be borne by RDI, provided that, subject to applicable law, RDI may seek reimbursement from DavidsTea for RDI's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of DavidsTea's Board of Directors.

Any proxies solicited by RDI may be solicited by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under applicable laws, including pursuant to a dissident information circular sent to shareholders of DavidsTea.  Solicitations may be made by or on behalf of RDI by mail, telephone, fax, email or other electronic means, and in person by directors, officers, employees and agents of RDI or by the Proposed Nominees.  RDI has engaged the service of Shorecrest Group as proxy solicitation agent to assist with solicitation on behalf of RDI.

It is expected that any proxies solicited by RDI in connection with the Meeting may be revoked by instrument in writing by the shareholder giving the proxy or by its duly-authorized officer or attorney, or in any other manner permitted by law.

RDI has filed this press release, which contains the information required by section 9.2(4)(c) of NI 51-102 and Form 51-102F5 Information Circular in respect of the Proposed Nominees, under DavidsTea's profile on SEDAR at www.sedar.com.

 

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