ISS Recommends MFC Shareholders To Vote Against Kellogg Controlled Board

(RTTNews) - MFC Industrial Ltd. (MIL) announced Monday that Institutional Shareholder Services Inc. or "ISS", an independent proxy voting and corporate governance advisory firm, has recommended that MFC shareholders vote "Against" the proposal by Peter Kellogg and IAT Reinsurance Company, Ltd. or the "Kellogg Group" to take control of the MFC board at the upcoming annual general and special meeting of MFC to be held on December 27, 2013 and withhold their votes from the election of Peter Kellogg as a director.

ISS recommended that MFC shareholders vote "Against" the Kellogg Group's attempt to take control of the MFC board, by voting "Against" its proposal to fix the number of directors at 11; and "withhold" their votes for all of the Kellogg Group's hand-picked nominees, including Peter Kellogg, other than Andrew Betts and Patrice Merrin for election to the MFC board.

MFC Industrial stated that the ISS recommendations are in line with MFC's previously announced proposal to the Kellogg Group that it would be prepared to support the election of two of the Kellogg Group's nominees that are independent from such group in consideration of the termination of the current proxy contest by the Kellogg Group.

Michael Smith, Chief Executive Officer, said, "While we are disappointed with the Kellogg Group's response to our proposal to end this proxy contest, we continue to seek a fair compromise that is in the best interest of the Company and to allow it to move forward with its long term strategy and continue to build shareholder value. Accordingly, we reiterate our willingness to accept the recommendation of ISS in order to end this proxy contest."