Thinking of Dissenting? Here's What Thunderbird Shareholders Need to Know

Under the Business Corporations Act (British Columbia), Thunderbird shareholders have the legal right to dissent from the Blue Ant transaction.

Dissent allows a shareholder to:

  • Vote AGAINST the Arrangement
  • Deliver a formal dissent notice
  • Demand to be paid "fair value" for their shares in cash
  • Have that fair value determined by negotiation or, if necessary, by the court

Dissent is the most powerful tool available when shareholders believe the deal undervalues their company.

But This Deal Contains a Critical Restriction: The 5% Dissent Cap

According to Thunderbird's Material Change Report:

"It is also a condition in favour of Blue Ant that holders of not greater than 5% of the outstanding Thunderbird Shares shall have validly exercised dissent rights…"

— Material Change Report

This means:

  • If more than 5% of shareholders dissent, Blue Ant can walk away from the deal entirely.

This cap has major implications:

  • A small number of dissenters → proceeds normally
  • A large number of dissenters → Blue Ant gains the right to terminate the deal
  • A large dissent movement can act as a soft veto of the transaction

This clause exists to prevent a large block of shareholders from demanding fair value instead of accepting Blue Ant's offer.

What Dissent Actually Does

Shareholders who dissent:

1. Signal formally that they believe the deal is unfair

Dissent becomes part of the legal record.

2. Preserve the right to receive fair value in cash

If the deal closes, dissenters receive a fair-value payment, determined by negotiation or by a court.

3. Are removed from the YES/NO vote counts

Dissenting shares are not counted as voting FOR or AGAINST.

4. Add pressure to the deal

If dissent approaches or surpasses the 5% cap, the deal itself becomes unstable.

Important: Dissent Must Be Done EXACTLY Right

To dissent successfully, a shareholder must:

  • Vote AGAINST the Arrangement (or abstain — NOT vote FOR)
  • Deliver a valid dissent notice before the vote
  • Follow the procedural steps in the Circular and interim court order
  • Avoid any action that voids dissent (e.g., later voting FOR the deal)

Once the Circular is filed, we will publish step-by-step dissent instructions here.

Why Is There a 5% Cap at All?

While we do not speculate about motive, it is reasonable for shareholders to ask:

  • If the deal price reflects true fair value,
  • And if the process was fair,
  • Why restrict dissent — a statutory right intended to protect minority shareholders?

The presence of a 5% cap suggests that significant dissent could expose concerns about valuation that Blue Ant may prefer to avoid testing through a fair-value process.

Should You Dissent?

We do not offer legal advice.

But shareholders often consider dissent when they believe:

  • The deal undervalues Thunderbird
  • The sale process lacked competition
  • Better offers may have existed
  • The acquirer's stock is illiquid or unattractive
  • Governance rights are being stripped away

A NO vote and dissent are separate choices — both legitimate.

Submit Your Dissent Inquiry or Notice

Have questions about dissent rights? Planning to dissent? Share your information below.