Thunderbird Shareholder Sieve Capital Calls on Investors to Vote NO - "This Deal Locks You In, Shuts You Out, and Leaves You With Less"

Executive Summary

• Sieve Capital, holding ~7% of Thunderbird Entertainment Group Inc., urges all shareholders to vote NO on the proposed plan of arrangement with Blue Ant Media Inc.
• The activist letter alleges the transaction creates an illiquid, controlled structure that strips existing shareholders of voting power and forces them into thinly‑traded equity.
• Concerns are raised about board conflicts of interest, lack of a go‑shop process, and a clause appointing a special‑committee member to Blue Ant’s board, suggesting the deal may not represent the best value for Thunderbird shareholders.

Key Details

• Shareholder Influence: Approximately 37% of Thunderbird shares were already locked up under voting support agreements at signing, pre‑wiring the outcome.
• Liquidity Impact: Thunderbird shares trade at roughly 28 × the average volume of Blue Ant shares; post‑transaction shareholders would hold a less liquid stock.
• Governance Concerns: Lead director Asha Daniere is a former Blue Ant executive; the board approved the deal without a go‑shop or market check.
• Special Committee Conflict: Dave Lazzarato, head of the special committee recommending the transaction, would be appointed to Blue Ant’s board under the agreement; he previously held senior roles at Alliance Atlantis (owned by Blue Ant’s CEO).
• CEO Vote Abstention: Thunderbird CEO Jennifer Twiner McCarron abstained from voting on the arrangement.
• Financial Guidance Issue: The company withheld earnings guidance while operating independently, then released guidance only weeks before the deal announcement, coinciding with a >25% stock decline.
• Voting Requirement: Approval of the plan requires a 66 % shareholder vote; Sieve Capital warns that non‑participation effectively aids passage.
• Quote from Activist: “This deal asks shareholders to accept forced illiquidity, reduced voting power, and a process that was constrained from the start,” – Gavin Richey, Managing Member, Sieve Capital.

Notable Quotes

• Gavin Richey (Sieve Capital): “That is not what a fair transaction looks like. I am voting NO, and shareholders who care about their rights and value should do the same.”
• Michael MacMillan (M&A call): “Thunderbird’s sale was not part of the bidding process.”