ABC Technologies Holdings Inc. Announces Change to its Director Nominees at its Annual General and Special Meeting of Shareholders
TORONTO–(BUSINESS WIRE)–ABC Technologies Holdings Inc. (TSX: ABCT) (“ABC Technologies” or the “Company”), a leading manufacturer and supplier of custom, highly engineered, technical plastics and lightweighting innovations to the North American light vehicle industry, confirms certain changes to certain nominees for election to ABC Technologies’ board of directors (the “Board”) to be considered at the Company’s upcoming annual general and special meeting of shareholders of the Company to be held on December 15, 2021 (the “Meeting”), as described in the Company’s management information circular dated November 4, 2021 (the “Circular”).
In connection with the recently completed sale by ABC Group Canada LP, an affiliate of funds managed by Cerberus Capital Management, L.P. (“ABC LP”), of its minority stake in the Company (the “Transaction”) to funds managed by Oaktree Capital Management, L.P. (“Oaktree ”), ABC LP assigned to Oaktree its rights under the amended and restated investor rights agreement dated June 24, 2021 (the “AR Investors’ Rights Agreement”), among the Company, ABC LP and AP IV Alpha Holdings (Lux) S.à.r.l., which provides Oaktree with, among other things, certain director nomination rights (the “Nomination Rights”). Pursuant to such Nomination Rights, immediately following the closing of the Transaction, Dev Kapadia, Lucas Batzer and James Bernard (the “ABC LP Nominees”) resigned from the Board and, effective November 11, 2021, Mel Carlisle, Patrick C. George and Burt Jordan (collectively, the “Oaktree Nominees”) were appointed to the Board.
The Circular contemplates the nomination for election to the Board at the Meeting of the ABC LP Nominees and, therefore, pursuant to the assignment of the AR Investors’ Rights Agreement, the resignation of the ABC LP Nominees, the appointment of the Oaktree Nominees and the power of the Board to fill vacancies, the Company is pleased to confirm that the Oaktree Nominees will now stand for re-election to the Board at the Meeting, in place of the ABC LP Nominees.
The details of the Oaktree Nominees to stand for nomination to the Board in place of the ABC LP Nominees, are as follows:
Mel Carlisle joined Oaktree in 1995 and is a Managing Director in the firm’s Opportunities group. He has also served as Chief Financial Officer of Oaktree Specialty Lending Corporation and Oaktree Strategic Income Corporation. Prior thereto, Mr. Carlisle was a manager in fund accounting at Trust Company of the West supporting the High Yield and Special Credits strategies. Previously, Mr. Carlisle was employed in the Financial Services Group at Price Waterhouse. Mr. Carlisle is a Certified Public Accountant (inactive). Mr. Carlisle also serves on the board of directors of KIPP SoCal Public Schools and Los Angeles World Affairs Council & Town Hall. Mr. Carlisle graduated from Claremont McKenna College with a degree in economics and accounting. Mr. Carlisle was appointed to the Board on November 11, 2021, and is a member of the Audit Committee of the Board. Mr. Carlisle is independent and financially literate for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and National Instrument 52-110 – Audit Committee (“NI 52-110”, and together with NI 58-101, the “Independence Rules”). As at the date hereof, Mr. Carlisle owns no securities of the Company.
Principal Occupation(s) for the past 5 years:
- Managing Director, Oaktree (1995 – Present)
Patrick C. George
Patrick C. George joined Oaktree in 2020 in the firm’s Opportunities group and is responsible for identifying, underwriting, and executing investments, as well as the monitoring of portfolio companies. Prior to that time, Mr. George was most recently an Associate at Glendon Capital Management. Mr. George began his career as a Business Analyst with McKinsey & Company where he was a member of the Private Equity and Restructuring practices. He graduated cum laude from Yale College with a B.A. in Ethics, Politics, and Economics, awarded with distinction, and studied at the London School of Economics. Mr. George was appointed to the Board on November 11, 2021, and is a member of the Nominating and Corporate Governance Committee and the Compensation Committee of the Board. Mr. George is independent for the purposes of the Independence Rules. As at the date hereof, Mr. George owns no securities of the Company.
Principal Occupation(s) for the past 5 years:
- Investment Professional, Oaktree (2020 – Present)
- Investment Professional, Glendon Capital Management (2018 to 2020)
- Management Consultant, McKinsey & Company (2016 to 2018)
Burt Jordan is the President of Atlantic Coastal Acquisition Corporation a Special Purpose Acquisition Corporation focused on next generation mobility. Until the summer of 2020 Mr. Jordan, served as Global Purchasing Operations and Supply Chain Sustainability with Ford Motor Company (“Ford”), responsible for driving strategy, growth and efficiencies through program growth delivery, purchasing strategy and supply chain sustainability. Prior to that Mr. Jordan was elected a corporate officer and named vice president, Global Vehicle and Powertrain Purchasing and Supplier Diversity of Ford. Mr. Jordan has served in various roles with Ford since 1999. Mr. Jordan earned a bachelor’s degree in business administration from Alma College in Alma, Michigan. He was also appointed to the United States Air Force Academy. African Americans On Wheels Magazine recognized Jordan as one of the “70 Most Influential African American Men in the Automotive Industry.” Mr. Jordan also serves on the board of directors of Xos, Inc. (NASDAQ CM: XOS), as well as on the board of a number of civic and community focused organizations (Focus Hope, Boys & Girls Club of Southeastern Michigan, Rhonda Walker Foundation, CATCH and The National Multiple Sclerosis Michigan Chapter). Mr. Jordan was appointed to the Board on November 11, 2021. Mr. Jordan is independent for the purposes of the Independence Rules. As at the date hereof, Mr. Jordan owns no securities of the Company.
Principal Occupation(s) for the past 5 years:
- President, Atlantic Coastal Acquisition (2021 – Present)
- Retired (2020 –2021)
- Vice President, Global Vehicle & Global Indirect Purchasing and Supply Chain Sustainability, Ford (2017 – 2020)
- Vice President, Global Vehicle & Powertrain Purchasing and Supply Chain Sustainability, Ford (2013 – 2017)
As at the date hereof, to the knowledge of the Company, none of the Oaktree Nominees is or has: (1) been within the last 10 years: (a) a director, chief executive officer or chief financial officer of any company that, while that nominee was acting in that capacity, was (i) the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days, or (ii) the subject of an event that resulted, after that person ceased to be a director or chief executive officer or chief financial officer, in the company being the subject of such an order; or (b) a director or executive of a company that, while that nominee was acting in that capacity or within a year of that 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; (2) 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 an Oaktree Nominee; or (3) become within the last 10 years 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 the assets of any Oaktree Nominee.
The form of management proxy previously distributed to registered shareholders in connection with the Meeting confers discretionary authority upon management (or other person designated as proxy therein) to vote on amendments or variations of matters coming before the Meeting. Management intends to vote FOR the election of the Oaktree Nominees to the Board, along with the other nominees named in the Circular (other than the ABC LP Nominees).
If a registered shareholder has submitted a management proxy and does not wish the proxy to be voted in this manner, they may revoke their proxy by an instrument in writing executed by him or her or, if the shareholder is a corporation, under its corporate seal, or by an officer or attorney thereof duly authorized in writing, and by sending such instrument in writing to the Company’s transfer agent, Computershare Investor Services Inc. (Attention: Proxy Department), 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, and such revocation of proxy will only be valid if received prior to 9:00 a.m. (Toronto time) on December 13, 2021, or prior to two business days preceding the date the Meeting resumes if it is adjourned, or by delivering it to the chairman of the Meeting on the day of the Meeting or any adjournment thereof.
If a non-registered shareholder wishes to revoke their previously given voting instructions, they must contact the broker or other intermediary that they provided their voting instruction forms to and comply with any and all applicable requirements of such broker or intermediary. A broker or other intermediary may not be able to revoke voting instructions if it receives insufficient notice of revocation, and any non-register shareholder wishing to revoke their voting instructions should contact such broker or intermediary in sufficient time to ensure that their revocation of voting instructions is received.
If a registered shareholder is using a “Control Number” to login to the live webcast of the Meeting and submit a vote at such Meeting online, such shareholder will revoke any and all previously submitted proxies.
A registered shareholder, or a non-registered shareholder who has appointed themselves or a third party proxyholder to represent them at the Meeting, will appear on a list of shareholders prepared by Computershare, the Company’s transfer agent and registrar for the Meeting. In light of the changes referred to herein, registered shareholders or non-registered shareholders who wishes to vote their common shares at the Meeting should follow the below instructions:
Voting Virtually at the Meeting
To have their common shares voted at the Meeting, each registered shareholder or proxyholder will be required to enter their “Control Number” or Invitation Cove provided by Computershare at https://meetnow.global/MSLGDDM prior to the start of the Meeting. In order to vote, non-registered shareholders who appoint themselves as a proxyholder MUST register with Computershare at https://www.computershare.com/ABCTechnologies after submitting their voting instruction form in order to receive an Invitation Code (see information under the heading “Appointment of Proxies” in the Circular for more details).
About ABC Technologies
ABC Technologies is a leading manufacturer and supplier of custom, highly engineered, technical plastics and lightweighting innovations to the North American light vehicle industry, serving more than 25 original equipment manufacturer customers globally through a strategically located footprint. ABC Technologies’ integrated service offering includes manufacturing, design, engineering, material compounding, machine, tooling and equipment building that are supported by an experienced engineering team of approximately 600 skilled professionals and 6,150 employees worldwide. The Company offers six product groups: HVAC Systems, Interior Systems, Exterior Systems, Fluid Management, Air Induction Systems, and Flexible & Other.