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Coinstar and Shamrock Activist Value Fund Reach Agreement to Resolve Proxy Contest at 2008 Annual Meeting of Stockholders
BELLEVUE, Wash., May 28, 2008 (BUSINESS WIRE) -- Coinstar, Inc. (NASDAQ:CSTR) and The Shamrock Activist Value Fund
("SAVF" or "Shamrock"), which currently owns approximately 13.3% of
Coinstar's outstanding shares, today announced that they have reached
an agreement that will resolve the proxy contest related to the
Company's 2008 Annual Meeting of Stockholders.
Under the terms of the agreement, the Company's Board of Directors
today appointed Arik Ahitov, one of the three director candidates
previously nominated by SAVF for election to Coinstar's Board, as a
Coinstar director in the class of directors whose term expires in
2010. SAVF, in turn, will terminate its proxy contest and will not
nominate any candidates for election as directors at the Coinstar 2008
Annual Meeting on June 3, 2008. With the addition of the SAVF Board
designee, Coinstar's Board will be expanded to eight directors.
In addition, Coinstar has agreed to proceed with its previously
announced plan to add an additional independent director to its Board
by March 1, 2009. The new director will be selected from a group of
candidates submitted for nomination by Coinstar's major stockholders,
including SAVF. The Board's Nominating and Governance Committee will
consider, among other things, the director candidates' overall
qualifications and background, as well as any specialized experience
serving as an independent director of a public company or having
executive or board positions in the chain retail store environment,
other significant areas of Coinstar's customer base, electronic money
transfer, or other businesses that are part of, or complementary with,
Coinstar's 4th Wall(TM) businesses. The new director, who will be
appointed to the class of directors whose term expires in 2009, will
be included on the Board's slate of nominees for election for a new
three-year term at the 2009 Annual Meeting. With the addition of the
second new director, Coinstar's Board will be expanded to nine
directors.
In connection with the appointment of the two new directors to
Coinstar's Board, SAVF has agreed to not solicit proxies in connection
with the 2008 Annual Meeting, and to vote its shares in support of all
of the Board's director nominees to be presented at the 2008 Annual
Meeting. Additionally, SAVF has agreed to abide by certain standstill
provisions, including, among other things, not soliciting proxies for
or otherwise participating in any contested election relating to
Coinstar directors or submitting any proposal at Coinstar stockholder
meetings through the completion of the 2010 Annual Meeting of
Stockholders, with certain exceptions specified in the agreement.
Keith D. Grinstein, Coinstar's Chairman of the Board, said, "We
are pleased to have reached this agreement with Shamrock, our largest
investor, which we believe is in the best interests of the Company and
all Coinstar stockholders. During the past few months, we have met
with a large number of our major stockholders, and we value their
insights regarding the future of our Company. We believe our
stockholders support the addition of new independent directors to our
Board. Our Board is committed to enhancing value for all Coinstar
stockholders and we look forward to working with our new directors to
continue executing our successful 4th Wall strategy."
"As Coinstar's largest stockholder, we are pleased to have reached
an amicable resolution which we believe is in the best interest of all
Coinstar stockholders," Michael McConnell of the Shamrock Activist
Value Fund stated. "The addition of two new independent directors,
including Arik Ahitov, one of our director candidates, to Coinstar's
Board is a positive, stockholder friendly step that, we believe, will
bring additional perspectives and skills beneficial to the Company and
its stockholders. Our Board designee will work diligently and
constructively with his fellow board members."
Mr. McConnell added, "We endorse the Company's 4th Wall strategy
and look forward to working with management as it executes against
that strategy to drive improved returns on invested capital and
stockholder value."
Arik Ahitov joined Shamrock Capital Advisors, Inc. in September
2004, where he currently serves as a Vice President, a position he has
held since September 2006. Mr. Ahitov has also served as a portfolio
manager for the Shamrock Activist Value Fund since September 2004 and
is a CFA Level 3 candidate. Prior to obtaining his Masters in Business
Administration from the University of California, Los Angeles Anderson
School of Management, Mr. Ahitov served as a consultant for Mitchell
Madison Group, a management consulting firm, a business strategy
analyst for FreeDecision, a technology start-up company, and as an
investment banker at both Salomon Smith Barney, a financial advisory
services firm, and Royal Management, an investment services firm.
Mr. Ahitov graduated from Northwestern University with a Bachelor of
Arts degree.
Additional information relating to the agreement with SAVF will be
contained in a Form 8-K to be filed by the Company.
About The Shamrock Activist Value Fund
The Shamrock Activist Value fund was formed by Shamrock Holdings,
Inc. to make equity investments in small-cap, publicly-traded
companies. The Shamrock Activist Value fund combines a deep value
focus with a strategy of responsible stockholder activism. The
Shamrock Activist Value Fund's theory of activist investing relies on
the ability of engaged stockholders to advocate for corporate changes
designed to unlock value for all stakeholders.
Founded in 1978, Shamrock Holdings has been an investor in a wide
range of domestic and international private equity transactions,
marketable securities and real estate. Shamrock Holding's foundation
as the private investment firm for a distinguished family - the Roy E.
Disney family - has helped to build a strong tradition of integrity,
service and responsibility to our investors and portfolio companies.
About Coinstar, Inc.
Coinstar, Inc. (NASDAQ:CSTR) is a multi-national company offering
a range of 4th Wall(TM) 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.
Important Additional Information
On April 30, 2008, Coinstar began mailing to its stockholders a
definitive proxy statement with a 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 performance
and Board actions. Forward-looking statements are not guarantees of
future performance and actions, and they may vary materially from
those expressed or implied in such statements. Differences may result
from actions taken by Coinstar, including its Board, as well as from
risks and uncertainties beyond Coinstar's control. Such risks and
uncertainties include, but are not limited to, actions taken by
Coinstar's stockholders, 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 and
Quarterly Report on Form 10-Q 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.
SOURCE: Coinstar, Inc.
Coinstar, Inc.
Investors
Brian Turner, Chief Financial Officer, 425-943-8000
or
Media
Marci Maule, Director Public Relations, 425-943-8277
or
ICR, Inc.
Tom Ryan, 203-682-8200
or
Joele Frank, Wilkinson Brimmer Katcher
Matthew Sherman / Barrett Golden, 212-355-4449
or
Shamrock Activist Value Fund:
Media
Clifford A. Miller, 818-973-4297
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