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Hummingbird Capital Inc., Chen Xi Liao and Andrew Darbyson, leading the charge to reshape Ciscom Corp.'s board, have prepared an open letter to all Ciscom shareholders, urging them to act now.

Dear fellow shareholders,

As long-term investors and committed stakeholders in Ciscom, it is with a deep sense of responsibility and urgency that we address a series of critical concerns regarding our company's governance and strategic direction. We find ourselves at a pivotal juncture, facing challenges that, if unaddressed, threaten to undermine the value and future prospects of our investment. This letter outlines key issues that demand immediate attention and action from all of us as shareholders:

  • Lack of public-company experience on the incumbent board -- The board's current makeup significantly lacks experience with public companies, crucial for navigating the complexities and regulatory landscapes we face. This shortfall is a risk to effective governance, strategic decision making and our ability to maximize shareholder value.

  • Undisclosed legal challenges -- The growing number of litigations facing Ciscom represents a serious oversight in corporate governance and transparency. Shareholders have the right to be informed about legal risks that could materially affect the company's financial health and reputation. The incumbent board has not fully disclosed these issues to the public.

  • Actions not in the best interest of shareholders -- There is growing concern that the decisions and actions of the incumbent board are driven more by self interest, including entrenchment and personal enrichment, rather than the collective interest of shareholders. This misalignment raises questions about the board's commitment to accountability and fiduciary duties.

  • Inadequate response to share price decline -- The incumbent board has shown a troubling lack of initiative and expertise in addressing the continuing decline in our share price and seems at a loss to seek and secure support in the open market. This inaction and lack of strategic direction not only erode shareholder value but also diminish confidence in the board's capability to navigate financial challenges and capitalize on market opportunities.

  • Lack of knowledge on mergers and acquisitions -- In an era where strategic alliances and acquisitions are pivotal for growth and competitiveness, our board's evident lack of expertise in M&A is alarming. This gap jeopardizes our company's ability to effectively pursue opportunities that can enhance shareholder value and expand our market position.

  • Unwillingness to engage with concerned shareholders -- Despite more than 40 per cent of shareholders expressing significant concerns regarding the direction and decisions of the incumbent board, there has been a notable reluctance to engage in constructive dialogue. This unwillingness to listen and consider shareholder feedback undermines the principles of transparency and collaboration that are foundational to successful corporate governance.

  • Unfulfilled promises after annual general meeting -- The stark absence of follow-through on chairman Paul Gaynor's promise to engage with concerned shareholders following the AGM is both shocking and disheartening. This breach of trust further exacerbates our concerns regarding the board's willingness and capacity to address the legitimate issues and demands of its shareholders.

  • A call to action for all shareholders -- The time has come for a collective awakening among our shareholder bases. The issues at hand not only call for immediate reflection but also demand action. It is imperative that we, as shareholders, come together to advocate for a board that is experienced, transparent, accountable and aligned with the best interests of the company and its shareholders.

Considering these concerns, we urge a comprehensive review of the board's composition and a strategic reassessment of our company's governance policies. We advocate for the initiation of a constructive dialogue between the board and shareholders to address these issues decisively. The goal is to ensure that Ciscom is positioned for sustainable growth, competitiveness and value creation for all shareholders.

We call upon all shareholders to unite in this critical effort to steer our company back on a path to success. By working together, we can ensure a future for Ciscom that is marked by strong governance, strategic clarity and robust shareholder value.

For further information, please contact:

Hummingbird Capital Inc.

Gilles Trahan

President & CEO

Phone: 416-247-2808

Chen Xi (Tony) Liao

Phone : 647-874-8088

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