285 0 Kommentare Parks! America Issues Open Letter to Shareholders, “Your Choice is Now Clear”

PINE MOUNTAIN, Georgia, May 20, 2024 (GLOBE NEWSWIRE) -- Parks! America, Inc. (OTCPink: PRKA) (“Parks! America” or the “Company”), a leading operator of regional safari parks in the United States, today issued an open letter to the Company’s shareholders outlining the clear choice hanging in the balance at its annual meeting of shareholders scheduled for June 6, 2024.

Dear Parks! America Shareholders,

After five months of wasting your time and damaging Parks! America by causing the diversion of money and management time, on May 8^th the principals of Focused Compounding (“FC”) finally revealed their real “plan”: to liquidate the assets of the Company. It is difficult to tell if this was their plan all along or just another attempt at deploying business management buzzwords to further their dream of conducting a proxy fight with a public company, apparently to provide additional material for their podcast. We believe FC’s plan is disingenuous at best and frankly dangerous for shareholder value at worst, all to take control of the assets of Parks! America and to sell them off, in what we believe will be a fire sale. While FC may believe running an actual business is simply following examples in books they have read, we do not believe this course of action is in the best interests of the Parks! America shareholder base.

During negotiations throughout this proxy contest, Parks! America has offered FC up to three of the seven seats that comprise the Board, with the goal of accelerating the conclusion to this needless and wasteful proxy contest. Unfortunately, FC has refused all such offers. Our belief is that FC seeks control to further their own interests and not the best interests of all Parks! America shareholders. Worse yet, their lack of experience in running a complex business such as Parks! America and managing the ongoing public-company / SEC regulatory process, makes them, from our perspective, an exceptionally undesirable operating team. They are focused on wresting control of the Company in any way possible without the experience and skill sets to succeed.

A quick overview of the key events of the past four years is in order:

Timeline

January 2020: FC acquires 17.5% of Parks! America shares. In a letter to the Board, FC states: “We’re long-term investors, not short-term agitators” and “There’s literally nothing we could tell you about how to run a successful animal safari that you don’t already know. And we wouldn’t try”.
February – May 2022: The Board attempts to develop a mutually agreed upon succession plan with then President and CEO, Dale Van Voorhis, who was 81 years old at the time. Initially Mr. Van Voorhis refused to work on any succession plan and reached out to FC to enlist their assistance in entrenching himself. Eventually, Mr. Van Voorhis agrees to accept a renewed two-year contract including the transition to a new President and CEO.
November 2022: After an extensive search, Lisa Brady accepted the Company’s offer to take on the role of President and CEO.
March 2023: An EF3 category tornado devastates the Company’s Georgia park right at the beginning of our busiest period of the fiscal year. After clearing over 4,500 felled and damaged trees, replacing and repairing miles of damaged fencing, fixing numerous broken water lines and erecting a new giraffe barn, this park reopens in just 20 days.
May 2023: FC reaches out to Ms. Brady expressing some of its frustrations with various aspects of Parks! America. As part of subsequent discussions with FC, Ms. Brady commits to holding an annual meeting of stockholders in early 2024, after the Company files its Form 10-K in December 2023. This is the typical sequence for public companies.
October 2023: As then Chairman of the Board of Directors, Mr. Van Voorhis expresses his belief the Company still did not need to go through the expense of holding an annual meeting of stockholders. After expressing his frustration with the plan to go forward with an annual meeting, Mr. Van Voorhis again threatens to reach out to FC.
December 14, 2023: FC announces they have acquired 100% of Mr. Van Voorhis’s Parks! America shares, increasing their ownership interest to 38.5%. The sale of Mr. Van Voorhis’s shares occurred during a closed window of the Company’s policy on insider trading nor did he seek the formal required pre-approval of that policy.
December 19, 2023: FC delivers an ultimatum to the Parks! America Board with three non-negotiable demands, with a mere three-day deadline for agreement: 1) shrink the Board to five; 2) FC to name three of the Parks! America Board members and 3) Ms. Brady to be fired and replaced. Notably, FC does not articulate ANY plans or details for how it would run the Company.
December 22, 2023: Three days after the ultimatum, the Friday before the Christmas weekend, FC launches their proxy fight for control of Parks! America.
January 18, 2023: FC insists on forcing the Company to hold a Special Meeting of Stockholders, even after understanding that Nevada Law provided FC little, if any, mathematical possibility of gaining control during the meeting. Rather than accepting this outcome and moving on to the Annual Shareholders meeting, FC forces the Company into spending significant funds to hold the Special Meeting.
February 2, 2023: More than 45 days after their initial demand to take control of the Company, FC finally outlines some grievances regarding how Parks! America has been managed and outlining some of their actions if they gain control (See SEC filing here).
February 26, 2023: FC loses their attempt at gaining control of Parks! America via the Special Meeting but declares victory anyway (see SEC filing here).
March 1, 2023: FC files a lawsuit in the State of Nevada against each individual Board member and the Company at large, attempting to needlessly handcuff the Company and the Board, and again forcing the expenditure of significant resources. On March 15, 2024, the court denied FC’s motion for a Preliminary Injunction.
May 8, 2023: FC issues their revised “plan” for Parks! America, which focuses on selling two of the Company’s three parks and bears little resemblance to their February 2nd action items (see SEC filing here).