08.05.2008 12:30:00
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Coinstar Mails Letter to Stockholders
Coinstar, Inc. (NASDAQ:CSTR), today announced that it is mailing a
letter to Coinstar stockholders from David W. Cole, Coinstar’s
Chief Executive Officer, and Keith D. Grinstein, Chairman of the Board,
in connection with the Company’s 2008 Annual
Meeting of Stockholders to be held on June 3, 2008. Coinstar’s
Board unanimously recommends stockholders vote FOR Coinstar’s
independent and qualified nominees – Deborah
Bevier, David Eskenazy and Robert Sznewajs –
by signing, dating and returning the WHITE
proxy card today.
The full text of Coinstar’s letter follows:
May 8, 2008
Dear Fellow Stockholder:
Your vote is critical to the future of Coinstar. To ensure the continued
progress we have made in positioning Coinstar as a clear 4th
WallTM leader, your Board of Directors
unanimously recommends that stockholders vote the enclosed WHITE
proxy card "FOR” all of your Board’s director nominees
at the 2008 Annual Meeting of Stockholders.
We urge you to discard any materials and Gold cards you receive from
Shamrock Activist Value Fund, a dissident hedge fund seeking to install
its hand-picked representatives onto your Board.
COINSTAR’S STRONG FIRST QUARTER RESULTS
VALIDATE YOUR BOARD’S AND MANAGEMENT’S
RECORD OF EXECUTION
Coinstar’s recently announced first quarter
2008 results demonstrate your Board’s and
management’s ability to deliver superior
operational and financial performance. Our first quarter achievements
include:
Strong revenue and earnings growth that exceeded both our prior
guidance and Wall Street’s expectations
Record first quarter high EBITDA(a) of $34.5 million
Solid unit and installation growth across virtually all business
lines, including Coin, DVD, E-Pay and Money Transfer
Strengthened and expanded relationships with more than 15 key retail
and financial institution customers, including Tesco, Sweetbay,
Hannaford, Stop & Shop, Giant of Maryland, Premier West Bank, Provigo,
Metro Food Basics, Roundy’s, Winn Dixie,
Kroger, Wal-Mart, Ahold, Giant Eagle, and Travel Centers of America
The marketplace seems as enthusiastic as we are about Coinstar’s
performance and prospects. Indeed, Coinstar’s
stock price has increased 14% since we announced our first quarter
results on May 1st. COINSTAR IS POISED FOR CONTINUED GROWTH AND VALUE CREATION
Coinstar’s first quarter achievements are
just the latest in a long record of accomplishments by your Board and
management team. In fact, since we began investing in our 4th
Wall strategy in mid-2003, Coinstar’s stock
price has increased nearly 200%, from
the closing price of $12.14 on July 14, 2003, to $36.32, the closing
stock price on May 7, 2008.
By continuing to capitalize on Coinstar’s
leading and diversified 4th Wall product
offering and strong customer relationships, your Board and management
are confident that we will maintain our proven record of value creation.
Indeed, we believe Coinstar is better positioned today for significant
profitable growth than at any other time in our history.
Our confidence is reflected in our May 1st
announcement increasing guidance. In particular, we expect to achieve:
Revenue of $850 million to $900 million in 2008, which represents a
60% increase at the mid-point over 2007, and $1 billion in revenue by
2010
EBITDA of $135 million to $145 million in 2008 (or 10% to 15% growth
over 2007), with a $200 million EBITDA run-rate beginning in mid-2009,
approximately six months earlier than our previous expectations.
YOUR BOARD CONTINUES TO OPTIMIZE COINSTAR’S
PORTFOLIO TO ENHANCE STOCKHOLDER VALUE
Since December 2005, Coinstar has been a significant investor in Redbox
Automated Retail, LLC, a leading provider of fully automated DVD rental
systems featuring new release rentals for $1 per night. Redbox has been
an important and growing part of Coinstar’s 4th
Wall product offering. In January 2008, Coinstar exercised its option to
increase its ownership in Redbox to 51.0% from 47.3%. Since our first
investment in Redbox, Coinstar’s share price
has appreciated more than 48% despite one of the most difficult retail
environments in recent history.
We are pleased to report that on May 1st,
Redbox announced its intention to file a registration statement for an
initial public offering ("IPO”)
of common stock subject to market conditions. Redbox expects to file the
registration statement with the Securities and Exchange Commission
during the second quarter of 2008. Proceeds from the IPO will be used by
Redbox to support its continued growth. We are excited about this
announcement and the opportunity it creates for Coinstar and our
stockholders.
As we move forward, we will continue to optimize Coinstar’s
integrated 4th Wall product offering to
further enhance the value of your investment. Further, your Board and
management team do not anticipate making any acquisitions in 2008. We
will also maintain a balanced approach to capital allocation that
supports sustainable, profitable growth of Coinstar’s
business and our commitment to returning excess capital to stockholders.
In fact, approximately 90% of our planned capital expenditure in 2008 is
directed towards Coinstar’s highest return
opportunities, which sets the stage for increasing returns over the
coming years.
SHAMROCK’S SO CALLED "COMMITMENT”
TO CORPORATE GOVERNANCE
Your Board has had a long-standing commitment to strong corporate
governance practices and policies. We recently adopted a number of
corporate governance enhancements, including redemption of our
stockholder rights plan and adoption of majority voting for uncontested
elections. Additionally, we recently appointed a new independent
director, retail industry veteran Michael Rouleau, to further strengthen
our already strong Board.
On the other hand, Shamrock’s track record
makes clear that it will readily abandon its self-serving posturing
about corporate governance when it serves Shamrock’s
own narrow interests. Consider the facts at iPass, Inc., one of
Shamrock’s current activist investments.
In February 2007, following its threat to launch a proxy contest,
Shamrock reached an agreement with iPass that permitted Shamrock to
designate two members of iPass’s Board.
Shamrock designated Michael McConnell, a Shamrock managing director,
and Peter Clapman, a nationally respected corporate governance
authority who serves on the Board of the National Association of
Corporate Directors and previously led the corporate governance
program at TIAA-CREF.
In January 2008, Shamrock demanded that iPass pursue an immediate sale
of the Company. iPass’s independent Lead
Director, Allan Spies, on behalf of the entire iPass Board (including
Mr. Clapman) except for Shamrock’s Mr.
McConnell, responded that the iPass Board "strongly
disagreed” with Shamrock’s
criticisms and believed that a sale of the Company at that time was "ill-advised.”
Mr. Spies also said that Shamrock’s
actions had "created a level of uncertainty
regarding iPass and its strategic direction that has harmed the
ongoing business of iPass and undermined the interests of the
stockholders of iPass.” Mr.
Clapman was aligned with the iPass Board in rejecting Shamrock’s
demands for an immediate sale as not in the best interests of the
iPass stockholders and in rejecting Shamrock’s
criticisms.
In March 2008, Shamrock replaced Mr. Clapman as one of its director
designees with Stanley Gold, Shamrock’s
President and CEO. In doing so, Shamrock substituted a paid
Shamrock employee for an independent corporate governance authority
who obviously took seriously his duty to represent all iPass
stockholders. Around the same time, Mr. Clapman resigned as a
member of Shamrock’s Advisory Panel,
further suggesting his position regarding Shamrock’s
methods and goals.
Ask yourself: if Shamrock acts to replace an independent director
for carrying out his fiduciary duty instead of supporting Shamrock’s
narrow and self-serving interests, what does that say about Shamrock’s
real commitment to corporate governance? And, while you are considering
this question, bear in mind that:
iPass’s stock price has declined 51% since
Shamrock gained its Board seats in 2007.
Further, Shamrock’s proxy materials
appear false and misleading with respect to the credentials of at
least one of its nominees. Contrary to Shamrock’s
proxy materials, which claims its nominee John Panettiere is a current
director of Gencor Industries, Gencor’s
public filings state that Mr. Panettiere "resigned”
for unexplained reasons from Gencor’s Board
in 2002 -- less than a year after his appointment. In addition, as a
Class B director, he was selected by the insider Class B stockholders,
and was not an elected representative of the public stockholders as
Shamrock would have you believe.
COINSTAR’S BOARD IS INDEPENDENT,
EXPERIENCED AND COMMITTED TO ACTING IN THE BEST INTEREST OF ALL
STOCKHOLDERS
Your Board is comprised of seasoned and proven leaders who have the
depth, breadth and diversity of experience needed to help guide Coinstar’s
continued success. Your directors are independent, active and engaged
and have a record of execution that shows a genuine commitment to acting
in the best interest of ALL
Coinstar stockholders. Coinstar’s seven
member board is comprised of six independent directors, including an
independent Chairman, and your Company’s
Chief Executive Officer. In contrast, neither Shamrock nor its director
nominees have any meaningful experience in the markets in which Coinstar
operates and the Shamrock nominees are hardly independent of Shamrock.
While we have no personal issues with Shamrock’s
nominees, we do not believe that their professional qualifications would
meaningfully benefit your Board.
As you consider the upcoming election of directors, we believe you
should remember that your Board and management are the architects behind
Coinstar’s 4th Wall
growth strategy and have led the Company through its transformation
while delivering a near 200% increase in
Coinstar’s
stock price since mid-2003. We are confident in Coinstar’s
strategy and in our ability to continue driving enhanced value to our
stockholders in the near-, mid- and long-term. Our goals are achievable,
our plan is realistic and our progress is apparent.
We encourage you to protect your investment in Coinstar and support your
Board and management team by signing, dating and returning the enclosed WHITE
proxy card today, or by using the instructions on the WHITE
proxy card to submit your vote by telephone or Internet.
Your vote is important, no matter how many or how few shares you own.
If you have any questions or need any assistance voting your shares,
please contact Georgeson Inc., which is assisting Coinstar in this
matter, toll-free at 1-(888) 605-7543.
On behalf of Coinstar’s Board of Directors,
we thank you for your continued support.
/s/ Keith D. Grinstein
/s/ David W. Cole
Keith D. Grinstein
David W. Cole
Chairman of the Board
Chief Executive Officer
This announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any security and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Coinstar, Inc.
Coinstar, Inc. (NASDAQ:CSTR) is a multi-national company offering a
range of 4th Wall™ solutions for the retailers’
front of store consisting of self-service coin counting, money transfer,
electronic payment solutions, entertainment services and self-service
DVD rental. The Company’s products and
services can be found at more than 50,000 retail locations including
supermarkets, drug stores, mass merchants, financial institutions,
convenience stores and restaurants.
(a) EBITDA represents earnings before net interest expense, income
taxes, depreciation, amortization and certain other non-cash charges
including stock-based compensation expense.
Important Additional Information
On April 30, 2008, Coinstar began mailing to its stockholders a
definitive proxy statement with WHITE
Proxy Card and other materials in connection with Coinstar’s
2008 Annual Meeting of Stockholders. STOCKHOLDERS ARE URGED TO READ
COINSTAR’S DEFINITIVE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The
definitive proxy statement and other documents relating to the 2008
Annual Meeting and Coinstar can be obtained free of charge from the SEC’s
website at http://www.sec.gov. These
documents can also be obtained free of charge from Coinstar at its
website, www.coinstar.com, under:
About Us – Investor Relations –
SEC Filings. The contents of the websites above are not deemed to be
incorporated by reference into the definitive proxy statement or other
materials. In addition, copies of the definitive proxy statement, WHITE
Proxy Card and other materials may be requested by contacting our proxy
solicitor, Georgeson Inc. by phone, toll-free, at 1-(888) 605-7543.
Detailed information regarding the names, affiliations and interests of
individuals who are participants, including Coinstar directors and
certain executive officers and other employees, in the solicitation of
proxies of Coinstar’s stockholders is
available in Coinstar’s definitive proxy
statement.
Safe Harbor for Forward-Looking Statements
Certain statements in this press release are "forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. The words "will,” "believe,” "estimate,” "expect,” "intend,” "anticipate,” "goals,” "prospects,”
variations of such words, and similar expressions identify
forward-looking statements, but their absence does not mean that the
statement is not forward-looking. The forward-looking statements in this
press release include statements regarding Coinstar, Inc.’s
anticipated growth and future operating results. Forward-looking
statements are not guarantees of future performance and actual results
may vary materially from the results expressed or implied in such
statements. Differences may result from actions taken by Coinstar, as
well as from risks and uncertainties beyond Coinstar’s
control. Such risks and uncertainties include, but are not limited to,
the termination, non-renewal or renegotiation on materially adverse
terms of our contracts with our significant retailers, payment of
increased service fees to retailers, fewer than expected installations,
the ability to attract new retailers, penetrate new markets and
distribution channels, cross-sell our products and services and react to
changing consumer demands, the ability to achieve the strategic and
financial objectives for our entry into or expansion of new businesses,
the ability to adequately protect our intellectual property, and the
application of substantial federal, state, local and foreign laws and
regulations specific to our business. The foregoing list of risks and
uncertainties is illustrative, but by no means exhaustive. For more
information on factors that may affect future performance, please review "Risk
Factors” described in our most recent Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
These forward-looking statements reflect Coinstar’s
expectations as of the date of this press release. Coinstar undertakes
no obligation to update the information provided herein.
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