TORONTO, Jan. 30, 2019 /CNW/ - Arnold Kondrat, Maurice Colson and Philip Chen (the "Independent Directors"), as independent directors of Kuuhubb Inc. (TSXV:KUU.V - News) ("Kuuhubb" or the "Company"), announce that they object to certain actions taken by Kuuhubb management which were announced in the Company's January 29, 2019 press release.
Kuuhubb announced in its January 29, 2019 press release that: "a new director (the "New Appointee") was appointed to the Board to fill the board vacancy created by the previous resignation of Maurice Colson. The New Appointee however resigned shortly after his appointment to the Board."
The purported appointment of the New Appointee "to fill the board vacancy created by the previous resignation of Maurice Colson" was carried out by Kuuhubb's other three directors – Jouni Keranen (who is Kuuhubb's President and Chief Executive Officer), Christian Kolster (who is Kuuhubb's Executive Vice President) and Carl-Gustaf von Troil – over the objection of the Independent Directors and after a warning from the Independent Directors' legal counsel that this action would be subject to legal challenge. The position of the Independent Directors, after having consulted with legal counsel, is that (a) Mr. Colson has not resigned, and (b) all board resolutions purportedly passed by Messrs. Keranen, Kolster and von Troil which purport to exclude Mr. Colson from voting on the basis that he is no longer a director, are invalid under the Canada Business Corporations Act and the Company's by-laws.
"We are disappointed that Carl-Gustaf von Troil, a board member of publicly-listed United Bankers in Helsinki, Finland and well versed in corporate governance matters, would agree, in his position as an independent director of Kuuhubb, to support management's strategy to essentially hijack the Kuuhubb board of directors. In light of the Concerned Shareholders' requisition for a shareholders' meeting to replace the entire Kuuhubb board and such meeting having now been set for April 4, 2019, it begs the question as to why Kuuhubb management would attempt to change the composition of the board so close to the shareholders' meeting," said Arnold Kondrat.
The Independent Directors have retained WeirFoulds LLP as litigation counsel and are reviewing all available legal and regulatory avenues to challenge the actions of management, including potential oppression claims under the Canada Business Corporations Act.
Kuuhubb also announced in its January 29, 2019 press release that the Company has called an annual and special meeting of the Company's shareholders (the "AGM") for April 4, 2019. The Independent Directors, none of whom will be standing for re-election at the AGM, support the calling of the AGM.
SOURCE Independent Directors of Kuuhubb Inc.
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