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 DELIVERS LETTER TO
MAGELLAN
PETROLEUM BOARD CHAIRMAN
NEW YORK, Jan. 8, 2009 /PR Newswire/
- -- ANS Investments LLC today announced that it has delivered a letter to Walter
McCann, the Chairman of the Board of Directors of Magellan Petroleum Corporation
(Nasdaq: MPET). The full text of the letter follows:
January 8,
2009
Magellan
Petroleum Corporation
10
Columbus Blvd.
Hartford,
CT 06106
Attn: Walter
McCann, Chairman
Dear
Mr. McCann:
We
write in response to Magellan Petroleum’s Form 8-K filed on December 15, 2008
announcing the appointment of Mr. William Hastings as Chief Executive Officer of
Magellan replacing Mr. Daniel Samela who remains as Chief Financial
Officer.
We
first note the obvious. Absent ANS’ activism over the past year on behalf of
Magellan’s stockholders, no changes to the “less than all-star” management team
which has been operating our Company would have occurred. However,
while we applaud the Board’s belated decision to make management changes, we
believe this Board has, once again, mishandled the situation.
First, the
shareholders have not been advised as to the CEO selection process. There was no
announcement of whether a search committee was formed or details concerning the
manner in which the new CEO was selected. All the shareholders know is that Mr.
Hastings, the holder of just 10,775 Magellan shares, appeared at the
2007 shareholders’ meeting, introduced himself as being a retired oil and gas
manager and asked during the public questions portion of the meeting whether the
Company was for sale to which you supplied a noncommittal response. The next
thing the shareholders hear is that Mr. Hastings, who has never run a public
company before, was awarded a five year contract at a salary of $ 300,000 per
year plus a possible additional bonus and given millions of stock options with a
low threshold strike price. We believe no serious search for a new
CEO occurred and you apparently selected Mr. Hastings in response to pressure
for changes from us, simply because he was available (having left a middle
management position at another oil company for unspecified
reasons).
The
outsized compensation package given to the new, untested CEO is
ludicrous. We and other major shareholders vehemently object to
granting a CEO, any CEO but particularly one who is new and unproven to our
Company with no executive management experience, a five year employment contract
with a very generous “golden parachute.” We note that under the terms
of Mr. Hastings’ “golden parachute” he has the potential to receive over $1
million in severance depending on how he is terminated or how he
quits. This is strikingly out of line with industry norms in the
current depressed economic period and harkens back to the excessive compensation
packages granted executives in prior years which are now resoundingly being
rejected by leading companies nationwide.
Second, we object to
granting Mr. Hastings, or any employee an option package representing
approximately 7% of the Company’s outstanding shares at an exercise price
approximating the price of the Company’s shares only months ago. The number of
options is far too high and the option price far too low. This is
particularly true here where Magellan has stagnated for years under the current
Board and, in our view, is trading at a substantial discount to the value it
would otherwise trade at if there was a management team in place that was
focused on the creation and enhancement of shareholder value.
Third, giving an
executive such as Mr. Hastings options and placing him on the Board is far
different that having persons who invested their own funds to purchase a
substantial number of shares – such as ANS – involved in making management
decisions. If Mr. Hastings is added to the Board as you and the other
members of the current Board want, the Board will again be devoid of any
shareholder representation.
We
also note that the Company’s headquarters will be moved to Mr. Hastings home
town in Maine – convenient for him but makes little sense for the Company – and
that Mr. Samela remains CFO. This will further bloat the Company’s
already excessive and rising administrative costs.
We
met with the new CEO and were told there is a plan to turn the Company around
(ironic as you told shareholders at last year’s meeting that things were going
just fine at the Company). Unfortunately, he could not provide any
details concerning this plan and said he needed more time to complete the
planning process. Sound familiar? To his credit, Mr. Hastings is far
more accessible than prior management even if he does not have much information
to provide.
The
Board’s decisions to engage Mr. Hastings without a serious search process and to
provide an outrageous compensation package reaffirms the compelling need for
shareholder representation. We intend to continue to vigorously
advocate this and continue our proxy efforts.
Finally,
we again request that the Board respond to my letters to you dated September 9,
2008 and December 2, 2008. In particular, we await an answer to our
long standing request reconciling the ATO write-offs. Equally
importantly, may we receive an answer about the Director’s fees paid to you and
your colleagues in the past several years? Did you give yourselves a raise or
were the prior filings in error and underreported the fees you were actually
paid? To those of us who have actually invested our funds in this Company, these
are very serious issues which require a prompt and detailed
explanation.
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Very truly
yours, |
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ANS Investments
LLC |
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/s/ Jonah M.
Meer
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Jonah M.
Meer, |
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Chief Executive
Officer |
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Cc:
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Edward
B. Whittemore, Esq., Murtha Cullina LLP
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Ronald
P. Pettirossi, Chairman Audit Committee Magellan Petroleum
Corporation
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Donald
V. Basso, Director Magellan Petroleum Corporation
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Robert
J. Mollah, Director Magellan Petroleum Corporation
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William
Hastings, CEO and Director Magellan Petroleum
Corporation
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Keith
E. Gottfried, Esq. Blank Rome LLP
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Patrick
Salisbury, Esq., Salisbury & Ryan
LLP
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IMPORTANT
INFORMATION
ANS
Investments has filed with the SEC a revised preliminary proxy statement and an
accompanying revised preliminary 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 revised preliminary proxy statement and
other documents related to the solicitation of proxies from the shareholders of
Magellan Petroleum for use at the 2008 annual meeting because they 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 SEC’s
website at http://www.sec.gov.