Texas Pacific Land Trust Responds to Dissident Group鈥檚 Actions

国产福利资源在线播放

Disputes Validity of Mr. Oliver鈥檚 鈥淢eeting鈥� and Purported Self-Election

DALLAS--(BUSINESS WIRE)-- On May 21, 2019, Texas Pacific Land Trust (NYSE:TPL) (the 鈥淭rust鈥�) gave notice that the special meeting scheduled to be convened today has been postponed to address Eric Oliver鈥檚 ongoing efforts to mislead the Trust鈥檚 shareholders by making materially misleading statements and failing to disclose material information related to his record and potential conflicts of interest.

Over the past several months, the Trustees have made every effort to resolve these issues amicably and to obtain the information necessary for all shareholders to evaluate Mr. Oliver鈥檚 fitness to serve as Trustee. As recently as last Thursday, May 16, the Trust鈥檚 counsel reached out in writing to Mr. Oliver鈥檚 personal attorney as part of these efforts. Mr. Oliver鈥檚 attorney never responded, forcing the Trust to take the step of postponing the meeting and filing a lawsuit in the U.S. District Court for the Northern District of Texas. In its lawsuit, the Trust has requested that the court compel Mr. Oliver to correct his misstatements and omissions as soon as possible so that all shareholders can vote on a fully-informed basis on all the candidates.

Unfortunately, the dissident group continues to mislead shareholders. This morning, Mr. Oliver and his attorneys purported to convene a 鈥渕eeting鈥� that they have attempted to pass off as constituting a special meeting of the Trust鈥檚 shareholders. It was not. As the Declaration of Trust clearly provides, shareholder meetings may only be called after certain requirements are met, including providing notice and following other procedures. Mr. Oliver鈥檚 purported 鈥渕eeting鈥� was conducted in a secretly-booked conference room with no notice whatsoever provided to the vast majority of the shareholders.

During his 鈥渕eeting,鈥� Mr. Oliver refused to take questions from shareholders before purporting to hold a vote to elect himself as Trustee, even though fewer than half of the Trust鈥檚 outstanding shares were represented at Mr. Oliver鈥檚 鈥渕eeting.鈥� In light of the Trust鈥檚 earlier announcements that the special meeting would be delayed, holders of millions of shares have not returned any proxies yet. It is disappointing that Mr. Oliver intends to disenfranchise all these shareholders. Equally disconcerting, we believe the dissident group鈥檚 disclosure of the highly confidential interim proxy tally constitutes another serious violation of federal securities laws.

The Trust will announce a new date for the special meeting once the claims and issues raised in litigation are resolved. As previously announced, all three independent proxy advisory firms 鈥� ISS, Glass Lewis and Egan-Jones 鈥� have recommended that shareholders vote FOR General Donald Cook.

Forward-Looking Statements

This release may contain statements that are 鈥渇orward-looking statements鈥� within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this release, other than statements of historical fact, are 鈥渇orward-looking statements鈥� for purposes of these provisions, including statements regarding Texas Pacific鈥檚 future operations and prospects, the markets for real estate in the areas in which Texas Pacific owns real estate, applicable zoning regulations, the markets for oil and gas, production limits on prorated oil and gas wells authorized by the Railroad Commission of Texas, expected competitions, management鈥檚 intent, beliefs or current expectations with respect to Texas Pacific鈥檚 future financial performance and other matters. Texas Pacific cautions readers that various factors could cause its actual financial and operational results to differ materially from those indicated by forward-looking statements made from time-to-time in news releases, reports, proxy statements and other written communications, as well as oral statements made from time to time by representatives of Texas Pacific. The following factors, as well as any other cautionary language included in this release, provide examples of risks, uncertainties and events beyond our control that may cause Texas Pacific鈥檚 actual results to differ materially from the expectations Texas Pacific describes in such forward-looking statements: global economic conditions; market prices of oil and gas; the demand for water services by operators in the Permian Basin; the impact of government regulation; the impact of competition; the continued service of key management personnel; and other risks and uncertainties disclosed in Texas Pacific鈥檚 annual reports on Form 10-K and quarterly reports on Form 10-Q. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where we are expressly required to do so by law.

Media:
Abernathy MacGregor
Sydney Isaacs / Jeremy Jacobs
(713) 343-0427 / (212) 371-5999
sri@abmac.com / jrj@abmac.com

Investor Relations:
MacKenzie Partners
Paul Schulman / David Whissel
(212) 929-5500 or (800) 322-2885
pschulman@mackenziepartners.com

Source: Texas Pacific Land Trust

Released May 22, 2019