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 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.
May 14, 2008
Dear Fellow Stockholder:
Your vote at Coinstar’s 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
Coinstar’s goals –
as demonstrated by the approximate 200%1
increase in Coinstar’s 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 Board’s 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.
COINSTAR’S 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 Company’s
guidance and Wall Street’s expectations. This
performance is just the latest example of your Board’s
and management’s 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 don’t
just take our word for it – read what
independent experts have said about Coinstar:
-
“We hold a high opinion of the company’s
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)
-
“Management’s
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)
-
“CSTR’s 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 Coinstar’s
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.
SHAMROCK’S 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,”
Shamrock’s record in actually stewarding
companies is much different. If fact, unlike the strong performance
and record of value creation achieved by your Board, Shamrock’s
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 Shamrock’s activist
investments, Shamrock has created “uncertainty
regarding iPass and its strategic direction.”2
In fact, since Shamrock’s representatives
were appointed to the iPass Board in February 2007, iPass’s
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 Shamrock’s
nominees to Coinstar’s Board could jeopardize
the continued execution of the Company’s
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 Shamrock’s
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 Shamrock’s agenda. This record
undercuts Shamrock’s 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 Shamrock’s
nominees would add value to your Board. In fact, any relevant
experience of Shamrock’s nominees is
already well represented on Coinstar’s
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 Shamrock’s
nominees work for – and receive regular
payments from – Shamrock. These fee
arrangements raise doubts about Shamrock’s
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 Gencor’s 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 Shamrock’s
May 13th release, calling this material
mistake simply a “clerical error.”
While Shamrock may say it supports “transparent
communications” with stockholders, Shamrock’s
record in this case demonstrates otherwise.
COINSTAR’S BOARD HAS DELIVERED OUTSTANDING
OPERATING, FINANCIAL AND STOCK PRICE PERFORMANCE AND STRONG CORPORATE
GOVERNANCE
Shamrock’s 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 Coinstar’s
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 Coinstar’s
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 Shamrock’s
nominees, if elected, would act only to advance Shamrock’s
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 company’s
solid performance and prospects by exposing Coinstar to Shamrock’s
short-term, self-serving agenda through its paid director nominees. We
urge you to support your Board and Coinstar’s
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