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Coinstar Sends Letter Urging Stockholders to Re-Elect Incumbent Directors

Business Wire
Posted: 2008-05-14 08:30:00

Coinstar, Inc. (NASDAQ: CSTR) today announced that it is mailing a letter to Coinstar stockholders from David W. Cole, Chief Executive Officer, and Keith D. Grinstein, Chairman of the Board, in connection with the Companys 2008 Annual Meeting of Stockholders to be held on June 3, 2008. Coinstars Board unanimously recommends stockholders vote FOR Coinstars independent and qualified nominees Deborah Bevier, David Eskenazy and Robert Sznewajs by signing, dating and returning the WHITE proxy card today.

May 14, 2008

Dear Fellow Stockholder:

Your vote at Coinstars upcoming Annual Meeting of Stockholders is important to the future of your investment in the Company.

Your Board of Directors and management team are successfully executing Coinstars goals as demonstrated by the approximate 200%1 increase in Coinstars stock price since mid-2003 when we began our 4th WallTM strategy. To help sustain this record of value creation, your Board unanimously recommends that stockholders vote the enclosed WHITE proxy card FOR your Boards director nominees Deborah Bevier, David Eskenazy and Robert Sznewajs.

1 From the closing price of $12.14 on July 14, 2003 to $36.53, the closing stock price on May 13, 2008.

COINSTARS EXECUTION AND STOCKHOLDER VALUE CREATION ARE RECOGNIZED AND SUPPORTED BY INDEPENDENT EXPERTS

On May 1st, Coinstar reported record first quarter results that exceeded both the Companys guidance and Wall Streets expectations. This performance is just the latest example of your Boards and managements record of operational, financial and strategic execution. We are confident that Coinstar is solidly positioned to build on the progress we have made and deliver even greater value in the future. But dont just take our word for it read what independent experts have said about Coinstar:

  • We hold a high opinion of the companys multifaceted growth strategy as well as the efficiency of its business model, its strong cash flow generation and senior management team.(a) (T.C. Robillard, Bank of America, 05/02/08)
  • Managements ability to execute is very encouraging as is its progress in achieving its stated strategic goals.(a) (Conley Turner, Wall Street Strategies, 05/09/08)
  • CSTRs strategy of leveraging presence of its entertainment machines to win a coin and DVD kiosk national rollout agreement with WMT is bearing fruit.(a) (Ali Mogharabi, B. Riley & Co. LLC, 05/02/08)
  • Wal-Mart Contract Expands Again, While Redbox Plans an IPO; A Good Story for a Tough Environment, Upgrading to BUY(a) (John Kraft, D.A. Davidson & Co., 05/02/08)
  • We have always been bullish on Coinstars growth prospects, but the company managed to surprise us. Growth accelerated, and Coinstar expects to hit a run rate of $1 billion in revenue and $200 million in EBITDA in mid-2009, two quarters faster than previously expected. It beat guidance in its important coin counting and DVD (Redbox) divisions. It continues to grow its gift card division rapidly in the U.S. and in the U.K.(a) (Lawrence Berlin, First Analysis Securities Corporation, 05/06/08)
  • Through rapid investment and expansion of its coin-counting machines and DVD rental kiosks, we believe Coinstar has carved out an attractive position for itself as a premier provider of outsourced services that enable retailers to capitalize on underutilized floor space.(a) (Nate Brochmann, William Blair & Company, 05/07/08)

(a) Permission to use quotation neither sought nor obtained.

SHAMROCKS RECORD OF FINANCIAL LOSSES AND STOCK PRICE DECLINES

A dissident hedge fund, Shamrock Activist Value Fund, is attempting to install three of its hand-picked director nominees two paid Shamrock employees and one paid Shamrock advisor onto your Board. While Shamrock may boast of its record as an investor, Shamrocks record in actually stewarding companies is much different. If fact, unlike the strong performance and record of value creation achieved by your Board, Shamrocks director representatives have overseen declining financial results and stockholder returns at most companies where Shamrock has gained Board representation.

  • A Shamrock representative was appointed to the Board of Collectors Universe in July 2007. Since then, that company has suffered significant stock price declines and accelerating financial losses, as evidenced by:

    • A 36% decline in the stock price as of May 13, 2008; and
    • Operating losses of $1.5 million and $4.9 million in the most recent quarter and last nine month period, respectively.
  • At iPass, another of Shamrocks activist investments, Shamrock has created uncertainty regarding iPass and its strategic direction.2 In fact, since Shamrocks representatives were appointed to the iPass Board in February 2007, iPasss stockholders have suffered:

    • A 57% decline in the stock price as of May 13, 2008;
    • Operating losses of $2.2 million and $13.3 million in the most recent quarter and last twelve month period, respectively; and
    • Lowest gross margin since 2004 in the most recent quarter.

2 Letter from iPass Lead Independent Director to Shamrock, March 14, 2008. Permission to use quotation was neither sought nor obtained.

We strongly believe that adding even one of Shamrocks nominees to Coinstars Board could jeopardize the continued execution of the Companys strategy and negatively impact the value of your investment in Coinstar. We suggest Coinstar stockholders consider the following about Shamrock:

  • Questionable governance record: Shamrock may not hesitate to replace its Board designees if they do not advance Shamrocks short-term goals and agenda. At iPass, Shamrock is replacing one of its own Board designees, who is a renowned governance expert, with a paid Shamrock employee designee after the governance expert failed to support Shamrocks agenda. This record undercuts Shamrocks claims of being committed to good corporate governance and makes clear to us that when Shamrock calls for stockholder representation, what they really mean is Shamrock representation.
  • No new skills: Based on the credentials provided by Shamrock, we do not believe that any of Shamrocks nominees would add value to your Board. In fact, any relevant experience of Shamrocks nominees is already well represented on Coinstars Board. Your directors bring broad and diverse expertise in critical areas including retail, branded consumer products, employee relations, finance, accounting and banking (including regulatory and compliance requirements for financial transactions).
  • Recycled recommendations: At Coinstar, Shamrock is promoting the same tired ideas it has used in other proxy campaigns at public companies facing wholly different circumstances. While these recommendations may be appropriate for some underperforming companies, they are not applicable to Coinstar, a company that continues to execute its well-developed strategic plan, deliver strong returns to stockholders and is actively committed to strong corporate governance practices.
  • Paid and conflicted: All three of Shamrocks nominees work for and receive regular payments from Shamrock. These fee arrangements raise doubts about Shamrocks nominees ability to act independently and represent the interests of ALL Coinstar stockholders.
  • Inaccurate statements to stockholders: Four weeks ago, Shamrock filed its preliminary proxy statement with the SEC touting the credentials of its nominees. Since this time, Coinstar has made repeated efforts to correct the public record namely that Shamrock nominee John Panettiere is not a current director of Gencor Industries, having resigned for unexplained reasons from Gencors Board in 2002, and that he was a Class B director, not an elected representative of the public stockholders. Notably, Shamrock failed to acknowledge its inaccurate statements until just recently, and buried the correct information at the end of Shamrocks May 13th release, calling this material mistake simply a clerical error. While Shamrock may say it supports transparent communications with stockholders, Shamrocks record in this case demonstrates otherwise.

COINSTARS BOARD HAS DELIVERED OUTSTANDING OPERATING, FINANCIAL AND STOCK PRICE PERFORMANCE AND STRONG CORPORATE GOVERNANCE

Shamrocks attempt to replace your directors with its paid representatives is unwarranted. The experience and stewardship of your Board and management team have enabled Coinstar to achieve:

  • Solid operational execution: Over the past five years, your Board and management have successfully transformed Coinstars business from a single product line to a diversified industry leader that manages the store-front needs in more than 50,000 retail locations around the world.
  • Strong financial performance: As Coinstars first quarter results and subsequent increase in guidance demonstrate, we are driving strong financial performance across our integrated product portfolio.
  • Superior stock price performance: Coinstar has delivered superior stockholder returns over the past one and three year periods, outperforming the S&P 500 by 24% and 83%, respectively3.
  • Sound corporate governance: Coinstar has a long-standing commitment to strong corporate governance policies and procedures. Coinstar regularly reviews ways to improve its already solid record, as evidenced by such recently announced corporate governance enhancements, including the early termination of our stockholder rights plan and the adoption of a majority voting standard for uncontested elections.

Unlike your Board, which has delivered solid operating, financial and stock price performance to ALL Coinstar stockholders, we believe that Shamrocks nominees, if elected, would act only to advance Shamrocks short-term agenda, and not the interests of all Coinstar stockholders.

3 Based upon closing prices for Coinstar and the S&P 500 as of May 13, 2008.

SUPPORT YOUR BOARD RE-ELECT YOUR DIRECTORS.

VOTE THE WHITE PROXY CARD TODAY

Protect your investment in Coinstar and do not risk your companys solid performance and prospects by exposing Coinstar to Shamrocks short-term, self-serving agenda through its paid director nominees. We urge you to support your Board and Coinstars highly qualified directors who are committed to representing the interests of all Coinstar stockholders:

  • Deborah Bevier, an independent director since 2002 and Chair of the Compensation Committee, has over 35 years of experience with both public and private companies in areas relevant to Coinstar, including organizational, finance and banking experience. Ms. Bevier brings extensive banking and regulatory expertise to the Board as Coinstar grows its money transfer and e-payment business;
  • David Eskenazy, an independent director since 2000 and Chair of the Audit Committee, has over 24 years of accounting and investment experience. Trained as a CPA, Mr. Eskenazy brings to the Board an understanding of complex accounting rules and diverse investment management experience; and
  • Robert Sznewajs, an independent director since 2002 who has served in multiple board and executive leadership positions at public and private companies. Mr. Sznewajs, also trained as a CPA, is currently President, CEO and board member of a publicly traded banking institution, and has been a director of the Portland branch of the Federal