Whitehorse Daily Star

Changes simmering for Hot Springs' ownership

A major shift in the future of the Takhini Hot Springs is occurring today, says one of the original investors looking to take control over the majority of shares.

By Whitehorse Star on November 22, 2007

A major shift in the future of the Takhini Hot Springs is occurring today, says one of the original investors looking to take control over the majority of shares.

Carla Pitzel said now that the majority of shareholders have failed to secure the necessary financing to buy out her camp of minority shareholders, the shoe is on the other foot and she says it's a fine fit.

Pitzel told the Star the minority shareholders want to and will buy out all the shares of the majority group and get back to advancing the original vision that was in place before in her words the majority took over control of the board of directors because they didn't agree with the business plan.

Securing the financing, she said matter-of-factly, will not be an issue.

The camp of majority shareholders can expect to have their money exactly 120 days from tomorrow, according to the schedule in a mutual agreement signed by the two sides last July 31.

Both sides emphasized today that it's business as usual at the hot springs, just north of Whitehorse, and will remain so.

A division among the shareholders erupted in the last couple of years, fueling bad blood and prompting the threat of court actions.

To avoid court, the two groups reached the out-of-court arrangement July 31. One camp was comprised of Pitzel and the group of 12 minority shareholders; the other camp was a group of eight investors holding the majority of shares among 31 shareholders in opposition to the minority group.

It was agreed the majority shareholders would have 120 days to find an investor to buy out the minority shareholders. If unsuccessful, however, the minority shareholders would have their turn to secure financing and buy out the eight investors controlling the majority camp.

No problem, insists Pitzel, referring to raising the money.

Furthermore, the minority camp wants to buy out all 31 investors on the other side, and not just the controlling eight who are obligated to sell because of the binding agreement.

Pitzel said the minority group will move ahead with its original vision. The investors in the majority camp who aren't compelled to sell still didn't agree with the vision, so there's not much point in them sticking around, she said.

'We want to own it all, just our small group,' Pitzel said. 'We have the financing in place, and we have the plans in place.

'It was the original plan that was in place when they took over the board.'

Today is the 120th and final day for the majority shareholders to raise their financing.

'It is really exciting,' said Pitzel. 'Because we have had a vision for the place for nine years, and finally we just feel like we are going to be able to do it.'

That vision, she noted, has been well publicized. It includes new pools, renovations to the main building, residential development and the development of a hotel and spa.

Pitzel expects to see parcels available for residential development in 2009.

Katie Hayhurst, the spokeswoman for the majority shareholders and the president of the Takhini Hot Springs corporation, said this morning the majority group was close but just couldn't pull a deal together in as little as four months.

It takes time to negotiate such a transaction, particularly when each party is required to conduct due diligence on such a proposal, said the former Whitehorse city councillor.

Hayhurst said there were serious negotiations with five parties, with two others expressing strong interest. Of the five, Hayhurst knows that at least two were in partnership with Yukon first nations.

'They were all Yukon or had strong Yukon connections,' she said. 'They all had business savvy and potential to do something with the place.

'There was definitely some strong interest that came forward.'

She said the majority shareholders were trying to find an investor to buy out the whole kit-and-caboodle; the majority shareholders, the minority shareholders and any loan debts held by shareholders.

The price was about $3 million, including the $170,000 outstanding mortgage with Erwin Kreft, the former owner who sold the property nine years ago to a group spearheaded by Pitzel and her husband, Garry Umbrich.

The selling price back then was in the range of $1.5 million.

Hayhurst said the majority group wanted to see the springs in the hands of an investor with strong leadership and the ability to pilot the business into a solid future.

'So it is now in the hands of the next group to see if they can find the investment to do that.'

'It is certainly a major, major property in the Yukon, with tremendous potential.'

Hayhurst said the majority group wishes the minority shareholders well in their endeavour to raise financing.

'I do know they are determined to do it,' she said. 'We'll see how things unfold.'

Hayhurst said 31 majority shareholders controlled about 60 per cent of the shares, with 40 per cent in the hands of the 12 minority shareholders.

Hayhurst said there are 1.47 million shares out, though she declined to say what each share is worth. An exact value was assigned in the July agreement.

Pitzel said the 12 minority shareholders own 47 per cent of the shares, while 53 per cent are controlled by the majority group.

She declined to say how much money will be required to buy out the majority group, but both she and Hayhurst suggest somewhere around $3 million was close.

Under the agreement, if the minority group is unable to raise the money to buy out the majority group, the business is to be put up for sale in the open market by a real estate agent.

As far as Hayhurst knows, the Hot Springs have never been on the open market for sale since they were first titled in 1907. They have changed hands several times, but always through private transactions, she believes.

Hayhurst said the majority shareholders took control of the board of directors two years ago because the previous board was not delivering on the vision the shareholders had for the property.

Pitzel said when it's boiled down, the division among the shareholders runs right between those who have experience operating their own business the minority group and those who didn't.

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