ANS
Investments LLC
▪
50
Battery Place, Suite 7F, New York, NY 10280 ▪
▪
Tel:
(212) 945-2080 ▪ Fax: (508) 629-0074 ▪
▪
Email:
jmeer@verizon.net▪
PRESS
RELEASE
FOR
IMMEDIATE RELEASE
Media
Contacts:
Jonah
M.
Meer
Telephone:
(212) 945-2080
Facsimile:
(508) 629-0074
Investor
Contacts:
Paul
Schulman
The
Altman Group, Inc.
Telephone:
(201) 806-2206
Facsimile:
(201) 460-0050
ANS
INVESTMENTS DISCLOSES ITS NOMINATION OF
A
CANDIDATE FOR THE MAGELLAN PETROLEUM BOARD
Proposes
Highly-Qualified and Very Experienced Nominee
Dedicated
to Improving Operating Performance,
Enhancing
Corporate Governance and Imposing Accountability
NEW
YORK, NY September 11, 2008
- ANS
Investments LLC today announced that it intends to solicit proxies relating
to
the 2008 annual meeting of shareholders of Magellan Petroleum Corporation
(NasdaqCM: MPET) to elect Jonah M. Meer, the founder and Chief Executive
Officer
of ANS Investments, to the Magellan Petroleum Board of Directors. ANS
Investments believes that the election of its highly-qualified and experienced
nominee, an individual with a strong background as a senior executive and
director of public companies, will strengthen Magellan Petroleum’s Board by
adding an independent director with a shareholder orientation and focus,
extensive accounting and financial expertise, and a firm and unwavering
commitment to enhancing shareholder value, improving operating performance
and
enhancing corporate governance. ANS Investments detailed its intention
in a
written notice that is being delivered to Magellan Petroleum today and
which
will be made publicly available when it is filed with the Securities and
Exchange Commission (SEC).
According
to the 2007 annual meeting proxy statement filed with the SEC by Magellan
Petroleum, due to the staggered structure of the Magellan Petroleum Board,
only
one seat on the Board will be up for election this year, the seat currently
occupied by Timothy Largay, a partner in Murtha Cullina LLP, a law firm
that has
served as outside counsel to Magellan Petroleum for more than five years.
Mr.
Margay has served on the Magellan Petroleum Board since 2001. According
to the
Magellan Petroleum Annual Report on Form 10-K for the fiscal year ended
June 30,
2007, as filed with the SEC, Mr. Largay’s firm was paid fees of $114,415,
$170,481 and $144,596, in fiscal years 2007, 2006 and 2005, respectively.
In
addition to Mr. Largay’s position on the Magellan Petroleum Board of Directors,
he also serves as the Assistant Corporate Secretary of Magellan Petroleum.
Another partner of Murtha Cullina, Edward B. Whittemore, serves as the
Corporate
Secretary of Magellan Petroleum.
“Unlike
any of the current members of the Magellan Petroleum Board of Directors,
including Mr. Largay, or any members of Magellan Petroleum’s senior management
team, we are a significant shareholder with a significant amount of our
capital
invested in the company,” said Mr. Meer. “Accordingly, our interests are aligned
with virtually all shareholders. In recent months, we have attempted on
a number
of occasions to engage the Board’s Chairman in a constructive and thoughtful
dialogue concerning a host of issues relating to how best to collaborate
and
work together to enhance shareholder value, including our thoughts and
suggestions on changes in strategy, operations, focus and use of capital
that we
believe, if implemented, would have the potential to improve shareholder
returns. We believe that there are clearly a number of untapped opportunities
to
improve value at Magellan Petroleum through, among other things, sharper
strategic focus, better operational execution and more efficient uses of
capital. Through constructive engagement, we had hoped to be a productive
catalyst for improving shareholder value. Unfortunately, we have found
the
current Board of Directors to be unapproachable, unwilling to listen to
our
ideas and suggestions and unresponsive to our concerns with respect to
operating
performance, corporate governance and other issues affecting shareholder
value.
As much as we would have liked to avoid the time and expense of a very
costly
and distracting proxy contest, various events that have occurred over the
past
year have convinced us that this proxy contest is not only inevitable but
absolutely necessary if the interests of shareholders are to be protected.
Among
such events are the following:
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·
|
In
February of this year, Magellan Petroleum agreed to settle its
tax dispute
with the Australian tax authorities relating to an audit that
found that a
subsidiary of Magellan Petroleum had claimed certain tax deductions
that
it was not entitled to. That settlement resulted in a payment
to the
Australian tax authorities of (Aus) $14.6 million (U.S. $13.1
million)
and, consequently, caused the company to report a loss in its
Quarterly
Report for the three months ended March 31, 2008. Rather than
take
responsibility and hold someone in management accountable for
taking these
now disallowed deductions, the company attributes the tax dispute
to
aggressive actions taken by the Australian tax authorities and
attempts to
“sell the settlement” as necessary to avoid “a protracted and costly legal
battle” with the Australian tax
authorities.
|
| |
·
|
Earlier
this month, Magellan Petroleum publicly announced that shareholders
can no
longer rely on the financial information in the company’s three most
recent quarterly financial reports filed with the SEC due to
certain
miscalculations that caused certain expenses to be understated.
|
| |
·
|
According
to Magellan Petroleum’s Quarterly Report for the three
months ended March 31, 2008, as filed with the SEC, there
has been
a significant increase in the company’s operating expenses during
the nine month period ended March 31, 2008,
including auditing, accounting and legal expenses which have
been allowed
to increase 77% and other administrative expenses which have
increased
40%, in each case when compared to the nine month period ended
March 31,
2007.
|
| |
·
|
Since
reaching its 52-week high on May 21, 2008 of $2.05, the price
of Magellan
Petroleum’s stock has subsequently tumbled approximately
41%.
|
Notwithstanding,
the numerous provisions in the Bylaws of Magellan Petroleum that have the
effect
of insulating the current members of the Magellan Petroleum Board, including
a
staggered board structure that prevents all the directors from standing
for
election each year, the time has come to make the Magellan Board and its
management accountable to shareholders.”
The
Nominee - Jonah M. Meer
In
nominating Mr. Meer, ANS Investments believes that it has proposed a
highly-qualified and very experienced individual with a strong background
as a
senior executive and director of public companies who is fully committed
to
driving shareholder value, improving corporate governance and holding management
accountable. Mr. Meer is currently a private investor and entrepreneur
involved
in various businesses and enterprises. He is the founder and Chief Executive
Officer of ANS Investments.
Over
the
past thirty years, Mr. Meer has been employed as a senior executive and
member
of the Board of Directors of a number of publicly-traded companies. He
has been
a senior executive in Wall Street securities firms for more than twenty
years
having served as the Chief Financial Officer, Chief Operating Officer and
a
Principal at Oscar Gruss & Son Incorporated from 1983-1996 where he was
responsible for all operations of the securities trading firm. He has also
served as a Senior Vice President of the international investment firm
Oppenheimer & Co. Mr. Meer currently serves as the Chief Executive Officer
of jBroker Global Inc, a New York based company that operates an electronic
trading center which facilitates cross-border securities trading among
major
investment firms, multinational banks and financial institutions. Mr. Meer
is
also the founder and Chief Executive Officer of Planet Brokerage LLC, a
FINRA
member firm engaged in securities brokerage transactions.
Mr.
Meer
was appointed by the United States Bankruptcy Court for the Southern District
of
New York and the Committee of Creditors and Equity Holders as the Trustee
of the
Actrade Liquidating Trust, successor to the formerly publicly traded companies
Actrade Capital, Inc. and Actrade Financial Technologies, Ltd. In such
capacity,
Mr. Meer is currently responsible for winding down the affairs of the Actrade
Group in the United States and other countries and distributing the assets
to
the involved creditors and shareholders.
In
May
2004, Mr. Meer was appointed the Chairman of the Audit Committee of Vie
Financial Group, a publicly-traded electronic trading broker dealer serving
institutional investors and broker-dealers. He also served as the Audit
Committee’s Financial Expert (as defined in the General Rules and Regulations
under the Exchange Act). He served on the Vie Financial Group Audit Committee
until September 2005 when the Vie Financial Group was sold to the institutional
securities firm Piper Jaffray Cos.
From
1997
to 2004, Mr. Meer held various senior executive positions, including Chairman
of
the Board, President and Chief Executive Officer, Chief Operating Officer
and
Chief Financial Officer of Continental Information Systems Corporation,
a
publicly-traded specialized financial services company that was engaged
in the
leasing, sales and management of commercial aircraft and engines, among
other
assets, and was also engaged in other financing activities, including commercial
real estate financing. Mr. Meer has also managed various publicly-traded
aircraft leasing partnerships controlled by Lehman Brothers Inc.
Mr.
Meer
began his career as a tax accountant and attorney, and is admitted to the
practice of law in the State of New York. Mr. Meer received his Masters
of Laws
degree in taxation from the New York University School of Law, and also
holds a
Juris Doctor degree and a Bachelor of Science degree in accounting.
Proposal
to Require That All Directors be Elected Annually
In
addition to the election of its nominee, ANS Investments will also be soliciting
proxies in support of a shareholder proposal urging the Magellan Petroleum
Board
to take action to require that all of its members stand for election annually.
ANS Investments believes the classified structure of the Magellan Board
is not
in shareholders’ best interests because it reduces accountability to
shareholders. The annual election of directors would give the Magellan
Petroleum
shareholders
the ability
to completely replace the board each year and, accordingly, the opportunity,
on
an annual basis, to
register their views on the performance of the board collectively and on
each
director individually.
ANS
Investments will also be soliciting proxies in support of a shareholder
proposal
intended to prevent the current Magellan Petroleum Board members from seeking
to
entrench themselves and frustrate the will of the shareholders by, among
other
things, creating obstacles to providing Magellan Petroleum shareholders
with the
choice and opportunity to vote for ANS Investments’ nominee and its other
proposals.
ANS
Investments also announced today that, in connection with its intended
solicitation of proxies to be used at the 2008 annual meeting of shareholders,
it has retained the law firm of Blank Rome LLP as its legal advisor and
The
Altman Group, Inc. as its proxy solicitor.
IMPORTANT
INFORMATION
ANS
Investments intends to make a preliminary filing with the Securities and
Exchange Commission of a proxy statement and an accompanying proxy card
to be
used to solicit proxies in connection with Magellan Petroleum’s 2008 annual
meeting of shareholders. Shareholders are advised to read the proxy statement
and other documents related to the solicitation of proxies from the shareholders
of Magellan Petroleum for use at the 2008 annual meeting when they become
available because they will contain important information, including information
relating to the participants in such proxy solicitation. When completed,
a
definitive proxy statement and a form of proxy will be mailed to Magellan
Petroleum’s shareholders and will be available, along with other relevant
documents, at no charge, at the Securities and Exchange Commission's website
at
http://www.sec.gov.