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Coinstar Commences Mailing of Definitive Proxy Materials for Annual Meeting of Stockholders on June 3, 2008
Board Unanimously Recommends Stockholders Vote "FOR" Coinstar's
Independent and Qualified Nominees
BELLEVUE, Wash.--(BUSINESS WIRE)--April 30, 2008--Coinstar, Inc.
(NASDAQ:CSTR) today announced that it is commencing mailing of
definitive proxy materials to Coinstar stockholders for the Company's
Annual Meeting on June 3, 2008. Coinstar stockholders of record as of
the close of business on April 11, 2008, are entitled to vote at the
meeting.
The Company is mailing the following letter, together with the
definitive proxy materials and 2007 Annual Report, to Coinstar
stockholders:
RE-ELECT COINSTAR'S DIRECTORS VOTE THE ENCLOSED WHITE PROXY CARD
TODAY
April 30, 2008
Dear Fellow Stockholder:
At Coinstar's Annual Meeting on June 3, 2008, you will be asked to
elect three nominees to your Board of Directors. Coinstar's Board
unanimously recommends that stockholders re-elect the three
independent directors it has nominated - Deborah Bevier, David
Eskenazy and Robert Sznewajs - by signing, dating and returning the
enclosed WHITE proxy card today.
As a result of the collective guidance and experience of
Coinstar's Board, Coinstar has achieved strong financial and operating
performance, with the Company's stock price more than doubling since
we began our 4th Wall(TM) strategy in mid-2003.
Despite this record of value creation, an activist hedge fund,
Shamrock Activist Value Fund, has initiated a costly and disruptive
proxy contest in an attempt to elect a competing slate of its paid
nominees to your Board. We strongly believe that Shamrock is looking
to advance its own agenda at the expense of all Coinstar stockholders.
We urge you to discard any proxy materials that you receive from
Shamrock.
COINSTAR'S BOARD AND MANAGEMENT TEAM ARE SUCCESSFULLY EXECUTING
THE COMPANY'S STRATEGY
Your Board, working closely with management, has been proactive in
directing Coinstar for the benefit of all stockholders. In mid-2003,
we began investing in our 4th Wall strategy in an effort to diversify
Coinstar's business from a single product line and to become the
leading provider of solutions for retailers' store-fronts.
Our strategy has been a success, and your company has been
transformed. Today, Coinstar has an integrated offering that includes
Coin, Money Transfer, E-Payment, Entertainment and DVD rental. As a
result of this diversification, we now have a significantly larger,
more stable and predictable revenue stream, strong cash flow and
significant operating leverage. Our progress is evident in Coinstar's
solid financial and operating performance. In particular, we have:
-- Increased revenue by more than 350% during the past five years
to an expected $800 million to $875 million in 2008, with an
expectation of $1 billion in revenue by 2010
-- More than doubled EBITDA(a) from $59 million in 2003 to an
expected $135 million to $145 million in 2008, with an
expectation of $200 million of EBITDA by 2010
-- Installed a net of over 4,650 Coin units and over 6,100 DVD
kiosks in retailers globally since 2003
-- Signed multi-year contracts or renewals with our largest
customers, including:
-- Wal-Mart, currently installing additional DVD and Coin
kiosks, increasing total units by an expected aggregate of
400% to 3,500 Redbox kiosks and 2,400 Coin kiosks
-- Kroger, accounting for 21% of Coin revenues
-- Supervalu, accounting for 8% of Coin revenues
-- Walgreens, installing an expected 2,000 Redbox kiosks
-- Further enhanced our already deep management team with the
recent addition of Paul Davis as Chief Operating Officer. Mr.
Davis is a proven executive with a record of operational
achievements at Procter & Gamble, PepsiCo and Starbucks.
COINSTAR'S BOARD AND MANAGEMENT HAVE CREATED SIGNIFICANT VALUE FOR
STOCKHOLDERS
Driving stockholder value has always been our top priority and a
responsibility that your Board and management team take very
seriously. Since we began investing in our 4th Wall strategy in
mid-2003, Coinstar's stock price has increased over 160% from the
closing price of $12.14 on July 14, 2003, to $31.70, the closing stock
price on April 29, 2008. Coinstar has also delivered solid stockholder
returns over the past one and three year periods, outperforming the
S&P 500 by 8% and 65%, respectively.
1 Year Performance Performance Since Beginning 4th
Wall Strategy
(To view chart, visit the "SEC (To view chart, visit the "SEC
Filings" option under the Filings" option under the
"About Us - Investor Relations" "About Us - Investor Relations"
section of Coinstar's Web site section of Coinstar's Web site
at www.coinstar.com) at www.coinstar.com)
COINSTAR'S BOARD IS COMMITTED TO STRONG CORPORATE GOVERNANCE
Your Board recognizes that strong corporate governance, along with
strategic execution, drives stockholder value. We have had a
long-standing commitment to sound governance policies and practices.
For example:
-- Coinstar's Board is comprised of a majority of independent
directors. Your seven member Board includes six independent
directors and the Company's Chief Executive Officer
-- The roles of Chairman and Chief Executive Officer are
separate, and we have had a non-executive Chairman since June
2001
-- All standing committees on Coinstar's Board - including the
Audit, Compensation, and Nominating and Governance Committees
- are comprised solely of independent directors
-- Coinstar has a policy limiting the number of other public
company boards on which its directors can serve
-- The Chief Executive Officer's performance and succession are
carefully reviewed every year by the independent Compensation
Committee and Nominating and Governance Committee,
respectively, as well as the full Board of Directors.
Your Board regularly reviews the Company's governance and recently
approved further enhancements, including:
-- The adoption of a majority voting standard for uncontested
elections
-- The termination of the Company's stockholder rights plan and
the adoption of a stockholder approval policy for any future
rights plan
-- Increased stock ownership requirements for independent
directors.
We appreciate the value and contributions that independent
directors with industry-specific operating experience can provide. As
such, we were pleased that Michael Rouleau, who has over four decades
of retail and merchandising experience with retailing leaders such as
Michaels Stores, Lowe's, and Dayton Hudson (Target), joined Coinstar's
Board last year as our newest independent director.
SHAMROCK HAS PUBLICLY SUPPORTED COINSTAR AND OUR DIVERSIFIED 4TH
WALL STRATEGY
In a recent interview, Shamrock had this to say about Coinstar:
"We love this business. Coinstar, what they want to be is they
want to be the leading provider of fourth wall retail options...what
management has been doing, and it's somewhat of a savvy strategy"(1)
-- Chris Kiper, Shamrock Vice President, StockRoyalty.com,
2/6/2008(2) (emphasis added)
This interview reflects approximately 50 meetings or other
communications your Board members and management team have had with
Shamrock and its representatives since May 2006, including
approximately 12 such interactions in 2008 alone.
(1) Permission to use quotation was neither sought nor obtained.
(2) Excerpts of Shamrock's interview discussing their support for
Coinstar and management's record of execution can be found in
Coinstar's SEC filings.
Given Shamrock's public support of Coinstar's performance,
management team and strategy just weeks ago, we believe stockholders
should share your Board's concerns about Shamrock's true motivations
for attempting to replace your independent and experienced directors
with its own paid nominees.
SHAMROCK'S NOMINEES LACK INDEPENDENCE AND RELEVANT EXPERTISE
Coinstar has a strong, independent Board composed of respected and
proven leaders with a diversity of business and professional
experience relevant to Coinstar and the markets in which it operates,
including retail, branded consumer products, employee relations and
training, finance, accounting, and banking (including regulatory and
compliance requirements for financial transactions). All of our
directors are committed to delivering superior results and serving the
best interests of ALL Coinstar stockholders.
We strongly believe that Shamrock's representatives fail to
enhance the composition of your Board. Shamrock's hand-picked director
nominees have:
-- NO meaningful experience in the markets in which Coinstar
operates
-- NO new ideas for enhancing the value of your investment in
Coinstar as every suggestion they have made are actions we
have taken, are taking, or have considered
-- NO experience serving as an independent director of a public
company representing all stockholders. Indeed, Shamrock has
failed to tell you the truth about its nominees. Contrary to
Shamrock's proxy materials, Gencor Industries' public filings
indicate that Shamrock's nominee, John Panettiere, "resigned"
from Gencor's Board of Directors less than a year after his
appointment. In addition, he was only a Class B director,
elected by the controlling Class B stockholders, and was not
an elected representative of the public stockholders as
Shamrock's materials would have you believe.
Further, all three of Shamrock's nominees work for - and receive
regular payments from - Shamrock. This arrangement raises doubt about
their ability to act independently and represent the interests of all
Coinstar stockholders.
While your Board has always been open to considering additional,
independent and qualified directors, Shamrock's nominees do not meet
these qualifications. Consider the following facts about Shamrock's
nominees:
-- One of Shamrock's nominees is a recent business school
graduate who has had no work experience since his graduation
other than as an employee of Shamrock
-- Another of Shamrock's nominees touts, among other things,
experience with a manufacturer of "outdoor products, sporting
equipment and industrial power equipment." We do not believe
that this experience is, in any way, relevant to Coinstar - a
multi-national company that provides self-service coin
counting, electronic payment solutions, entertainment
services, money transfer and self-service DVD rental in retail
store-fronts
-- The third Shamrock nominee was once a "tax advisor," but
Coinstar's Board already includes two independent directors
who together have approximately 60 years of tax, accounting
and finance experience.
SHAMROCK'S "COOKIE-CUTTER" APPROACH DOESN'T APPLY TO COINSTAR
When it comes to value creation, Shamrock seems to think that one
size fits all. In its various activist and proxy campaigns against
iPass, Collectors Universe and Reddy Ice - all companies unlike
Coinstar, and each with a history of underperformance, stock price
depreciation and sizable losses - Shamrock has relied on virtually the
same arguments: develop a strategic plan, focus on operations and
capital management, and improve corporate governance and compensation.
While these recycled recommendations may be appropriate for those
underperforming companies, they are not applicable to Coinstar.
-- Strategic Plan: Since mid-2003, Coinstar has executed on its
4th Wall strategy, diversifying its business and leading to
tangible results in the form of stock price appreciation,
substantial improvement in revenue and EBITDA, and new or
renewed agreements with top customers.
-- Focus on Operations: Coinstar's steady improvements in
operational and financial performance since beginning our 4th
Wall strategy demonstrate the Board's and management's clear
focus on operational performance. Furthermore, with the
addition of a seasoned industry veteran as Chief Operating
Officer, Coinstar has reaffirmed its commitment to strong
operational performance.
-- Capital Management: Since investing in our 4th Wall strategy,
the Company's stock price has increased more than 160% - a
significant return for stockholders on this investment.
Further, our business investments are focused on our highest
return opportunities, including Coin and Redbox. The return on
these investments is evidenced by the significant growth - and
expected continued growth - of Coinstar's EBITDA. We also have
an active stock buyback program in place, having returned more
than $33.3 million under the existing $51.5 million
authorization.
-- Corporate Governance and Compensation: Coinstar has maintained
its commitment to strong corporate governance policies and
procedures, and regularly reviews ways to improve its already
solid record, as evidenced by the recently announced
enhancements. These included increased stock ownership
requirements for directors to complement already implemented
stock ownership requirements for executives. These
requirements, together with other performance-based hurdles,
closely align management's compensation with the interest of
our stockholders.
COINSTAR HAS THE RIGHT BOARD IN PLACE FOR OUTSTANDING EXECUTION
AND IS WELL-POSITIONED FOR CONTINUED GROWTH
Coinstar's strategic and operational achievements, together with
our solid returns and strong corporate governance, demonstrate that
Coinstar has the right plan and the right team in place to reach our
goals and continue to create significant stockholder value. We
strongly believe that Shamrock's paid nominees add nothing to the
composition of your Board and that their election is NOT warranted.
We urge you to protect your investment and not risk your Company's
solid performance and prospects by exposing Coinstar to Shamrock's
director nominees. Support your Board and management by signing,
dating and returning the enclosed WHITE proxy card today. You may also
vote by phone or Internet by following the instructions on the
enclosed proxy card.
Your vote is important, no matter how many or how few shares you
own. If you have any questions or need any assistance voting your
shares, please contact Georgeson Inc. which is assisting the Company
in this matter.
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
(a) EBITDA represents earnings before net interest expense, income
taxes, depreciation, amortization and certain other non-cash charges
including stock-based compensation expense.
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 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, 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 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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