Egan-Jones stated in its
We believe that support for voting the management ballot is merited and that voting the management ballot (WHITE PROXY CARD) is in the best interests of the Company and its shareholders. In arriving at the conclusion, we have considered the following factors:
1. Our belief that the Company has demonstrably been driving positive sales growth and positive Adjusted EBITDA performance, evident from each of the past eight quarters. The Company has also strengthened its financial position, as evidenced by lower operating expenses and the repayment of
2. Our belief that the dissidents have failed to make a persuasive case that their joining and taking control of the Board, giving them Board representation greatly disproportionate to their reported shareholdings, would ultimately result in the enhancement of shareholder value, and we are not convinced that the election of the dissidents' slate to the board of directors would work to the benefit of all shareholders.
The Company's nominees are qualified and we recommend a vote "FOR" this Proposal.
Commenting on the Egan-Jones report, ValueVision issued the following statement:
Egan-Jones' recommendation that shareholders vote FOR ALL of ValueVision's highly qualified and experienced director nominees reinforces our conviction that your Board and management team, through their continued execution of ValueVision's strategy, have successfully positioned the Company for continued growth and value creation. Furthermore, the support from this independent proxy advisory firm reflects the meaningful changes the Board and management team have implemented to transform the Company.
We believe Clinton's campaign to give its nominees control of ValueVision's Board -- despite, in our view, making no case that change is warranted, providing no clear strategy and decreasing its share ownership by approximately 40% since the start of its campaign -- risks derailing the Company's progress. We urge ValueVision shareholders to support the Board that is committed to enhancing value for all shareholders by voting FOR ValueVision's eight highly qualified and experienced nominees on the WHITE proxy card today.
ValueVision's shareholders are reminded that their vote is important, no matter how many or how few shares they own. To follow the recommendations of
Your Vote Is Important, No Matter How Many Or How Few Shares You Own
If you have questions about how to vote your shares, or need additional assistance, please contact the firm assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Shareholders Call Toll-Free: (888) 750-5834
Banks and Brokers May Call Collect: (212) 750-5833
We urge you NOT to sign any Gold proxy card sent to you by Clinton. If you have already done so, you have every right to change your vote by signing, dating and returning the enclosed WHITE proxy card TODAY in the postage-paid envelope provided. If you hold your shares in Street-name, your custodian may also enable voting by telephone or by Internet -- please follow the simple instructions provided on your WHITE proxy card.
This release may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. These statements are based on management's current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): consumer preferences, spending and debt levels; the general economic and credit environment; interest rates; seasonal variations in consumer purchasing activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives; competitive pressures on sales; pricing and gross sales margins; the level of cable and satellite distribution for our programming and the associated fees; our ability to establish and maintain acceptable commercial terms with third-party vendors and other third parties with whom we have contractual relationships, and to successfully manage key vendor relationships; our ability to manage our operating expenses successfully and our working capital levels; our ability to remain compliant with our long-term credit facility covenants; our ability to successfully transition our brand name; the market demand for television station sales; our management and information systems infrastructure; challenges to our data and information security; changes in governmental or regulatory requirements; litigation or governmental proceedings affecting our operations; significant public events that are difficult to predict, or other significant television-covering events causing an interruption of television coverage or that directly compete with the viewership of our programming; and our ability to obtain and retain key executives and employees. More detailed information about those factors is set forth in the Company's filings with the
This release may be deemed to be solicitation material in respect of the solicitation of proxies from shareholders in connection with one or more meetings of the Company's shareholders, including the Company's 2014 Annual Meeting of Shareholders. On
(1) Permission to use quotations neither sought nor obtained. Emphasis added.
Dawn ZarembaShopHQ email@example.com (952) 943-6043 O Tim Lynch/ Jed Repko Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 Investors: David Collins/ Eric Lentini Catalyst Global LLCvvtv@catalyst-ir.com (212) 924-9800 O (917) 734-0339 M Arthur Crozier/ Scott Winter/ Jonathan Salzberger Innisfree M&A Incorporated(212) 750-5833