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Coinstar Sends Letter Urging Stockholders to Re-Elect Incumbent Directors
Demonstrates Independent Experts' Support for Coinstar's Execution
and Stockholder Value Creation
Troubled by Shamrock's Record of Financial Losses and Stock Price
Declines at Companies Where Shamrock Has Board Representation
BELLEVUE, Wash.--(BUSINESS WIRE)--May 14, 2008--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 Wall(TM) 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%,
respectively(3).
-- 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
Reserve for 4 years. He brings to the Coinstar Board a
valuable understanding of the changing financial services
industry, which is relevant both to our product offering
and our customer base. Overall, Mr. Sznewajs possesses
more than 30 years of accounting, finance and banking
experience, including expertise in commercial and consumer
payment systems and merchant processing.
Your vote is important, no matter how many or how few shares you
own. To vote your shares, please sign, date and return the enclosed
WHITE proxy card by mailing it in the enclosed pre-addressed, stamped
envelope. You may also vote by phone or Internet by following the
instructions on the enclosed proxy card. If you have any questions or
need any assistance voting your shares, please contact Georgeson Inc.,
which is assisting the Company 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(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 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, actions taken by Coinstar's
stockholders, 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.
CONTACT: Coinstar, Inc.
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
SOURCE: Coinstar, Inc.
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