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Coinstar Mails Letter to Stockholders
Questions Shamrock's Commitment to Corporate Governance
Urges Stockholders to Re-Elect Incumbent Directors and Reject
Shamrock's Nominees
BELLEVUE, Wash.--(BUSINESS WIRE)--May 8, 2008--Coinstar, Inc.
(NASDAQ:CSTR), today announced that it is mailing a letter to Coinstar
stockholders from David W. Cole, Coinstar's 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.
The full text of Coinstar's letter follows:
May 8, 2008
Dear Fellow Stockholder:
Your vote is critical to the future of Coinstar. To ensure the
continued progress we have made in positioning Coinstar as a clear 4th
Wall(TM) leader, your Board of Directors unanimously recommends that
stockholders vote the enclosed WHITE proxy card "FOR" all of your
Board's director nominees at the 2008 Annual Meeting of Stockholders.
We urge you to discard any materials and gold cards you receive
from Shamrock Activist Value Fund, a dissident hedge fund seeking to
install its hand-picked representatives onto your Board.
COINSTAR'S STRONG FIRST QUARTER RESULTS VALIDATE YOUR BOARD'S AND
MANAGEMENT'S RECORD OF EXECUTION
Coinstar's recently announced first quarter 2008 results
demonstrate your Board's and management's ability to deliver superior
operational and financial performance. Our first quarter achievements
include:
-- Strong revenue and earnings growth that exceeded both our
prior guidance and Wall Street's expectations
-- Record first quarter high EBITDA(a) of $34.5 million
-- Solid unit and installation growth across virtually all
business lines, including Coin, DVD, E-Pay and Money Transfer
-- Strengthened and expanded relationships with more than 15 key
retail and financial institution customers, including Tesco,
Sweetbay, Hannaford, Stop & Shop, Giant of Maryland, Premier
West Bank, Provigo, Metro Food Basics, Roundy's, Winn Dixie,
Kroger, Wal-Mart, Ahold, Giant Eagle, and Travel Centers of
America
The marketplace seems as enthusiastic as we are about Coinstar's
performance and prospects. Indeed, Coinstar's stock price has
increased 14% since we announced our first quarter results on May 1st.
COINSTAR IS POISED FOR CONTINUED GROWTH AND VALUE CREATION
Coinstar's first quarter achievements are just the latest in a
long record of accomplishments by your Board and management team. In
fact, since we began investing in our 4th Wall strategy in mid-2003,
Coinstar's stock price has increased nearly 200%, from the closing
price of $12.14 on July 14, 2003, to $36.32, the closing stock price
on May 7, 2008.
By continuing to capitalize on Coinstar's leading and diversified
4th Wall product offering and strong customer relationships, your
Board and management are confident that we will maintain our proven
record of value creation. Indeed, we believe Coinstar is better
positioned today for significant profitable growth than at any other
time in our history.
Our confidence is reflected in our May 1st announcement increasing
guidance. In particular, we expect to achieve:
-- Revenue of $850 million to $900 million in 2008, which
represents a 60% increase at the mid-point over 2007, and $1
billion in revenue by 2010
-- EBITDA of $135 million to $145 million in 2008 (or 10% to 15%
growth over 2007), with a $200 million EBITDA run-rate
beginning in mid-2009, approximately six months earlier than
our previous expectations.
YOUR BOARD CONTINUES TO OPTIMIZE COINSTAR'S PORTFOLIO TO ENHANCE
STOCKHOLDER VALUE
Since December 2005, Coinstar has been a significant investor in
Redbox Automated Retail, LLC, a leading provider of fully automated
DVD rental systems featuring new release rentals for $1 per night.
Redbox has been an important and growing part of Coinstar's 4th Wall
product offering. In January 2008, Coinstar exercised its option to
increase its ownership in Redbox to 51.0% from 47.3%. Since our first
investment in Redbox, Coinstar's share price has appreciated more than
48% despite one of the most difficult retail environments in recent
history.
We are pleased to report that on May 1st, Redbox announced its
intention to file a registration statement for an initial public
offering ("IPO") of common stock subject to market conditions. Redbox
expects to file the registration statement with the Securities and
Exchange Commission during the second quarter of 2008. Proceeds from
the IPO will be used by Redbox to support its continued growth. We are
excited about this announcement and the opportunity it creates for
Coinstar and our stockholders.
As we move forward, we will continue to optimize Coinstar's
integrated 4th Wall product offering to further enhance the value of
your investment. Further, your Board and management team do not
anticipate making any acquisitions in 2008. We will also maintain a
balanced approach to capital allocation that supports sustainable,
profitable growth of Coinstar's business and our commitment to
returning excess capital to stockholders. In fact, approximately 90%
of our planned capital expenditure in 2008 is directed towards
Coinstar's highest return opportunities, which sets the stage for
increasing returns over the coming years.
SHAMROCK'S SO CALLED "COMMITMENT" TO CORPORATE GOVERNANCE
Your Board has had a long-standing commitment to strong corporate
governance practices and policies. We recently adopted a number of
corporate governance enhancements, including redemption of our
stockholder rights plan and adoption of majority voting for
uncontested elections. Additionally, we recently appointed a new
independent director, retail industry veteran Michael Rouleau, to
further strengthen our already strong Board.
On the other hand, Shamrock's track record makes clear that it
will readily abandon its self-serving posturing about corporate
governance when it serves Shamrock's own narrow interests. Consider
the facts at iPass, Inc., one of Shamrock's current activist
investments.
-- In February 2007, following its threat to launch a proxy
contest, Shamrock reached an agreement with iPass that
permitted Shamrock to designate two members of iPass's Board.
Shamrock designated Michael McConnell, a Shamrock managing
director, and Peter Clapman, a nationally respected corporate
governance authority who serves on the Board of the National
Association of Corporate Directors and previously led the
corporate governance program at TIAA-CREF.
-- In January 2008, Shamrock demanded that iPass pursue an
immediate sale of the Company. iPass's independent Lead
Director, Allan Spies, on behalf of the entire iPass Board
(including Mr. Clapman) except for Shamrock's Mr. McConnell,
responded that the iPass Board "strongly disagreed" with
Shamrock's criticisms and believed that a sale of the Company
at that time was "ill-advised." Mr. Spies also said that
Shamrock's actions had "created a level of uncertainty
regarding iPass and its strategic direction that has harmed
the ongoing business of iPass and undermined the interests of
the stockholders of iPass." Mr. Clapman was aligned with the
iPass Board in rejecting Shamrock's demands for an immediate
sale as not in the best interests of the iPass stockholders
and in rejecting Shamrock's criticisms.
-- In March 2008, Shamrock replaced Mr. Clapman as one of its
director designees with Stanley Gold, Shamrock's President and
CEO. In doing so, Shamrock substituted a paid Shamrock
employee for an independent corporate governance authority who
obviously took seriously his duty to represent all iPass
stockholders. Around the same time, Mr. Clapman resigned as a
member of Shamrock's Advisory Panel, further suggesting his
position regarding Shamrock's methods and goals.
Ask yourself: if Shamrock acts to replace an independent director
for carrying out his fiduciary duty instead of supporting Shamrock's
narrow and self-serving interests, what does that say about Shamrock's
real commitment to corporate governance? And, while you are
considering this question, bear in mind that:
-- iPass's stock price has declined 51% since Shamrock gained its
Board seats in 2007.
-- Further, Shamrock's proxy materials appear false and
misleading with respect to the credentials of at least one of
its nominees. Contrary to Shamrock's proxy materials, which
claims its nominee John Panettiere is a current director of
Gencor Industries, Gencor's public filings state that Mr.
Panettiere "resigned" for unexplained reasons from Gencor's
Board in 2002 -- less than a year after his appointment. In
addition, as a Class B director, he was selected by the
insider Class B stockholders, and was not an elected
representative of the public stockholders as Shamrock would
have you believe.
COINSTAR'S BOARD IS INDEPENDENT, EXPERIENCED AND COMMITTED TO
ACTING IN THE BEST INTEREST OF ALL STOCKHOLDERS
Your Board is comprised of seasoned and proven leaders who have
the depth, breadth and diversity of experience needed to help guide
Coinstar's continued success. Your directors are independent, active
and engaged and have a record of execution that shows a genuine
commitment to acting in the best interest of ALL Coinstar
stockholders. Coinstar's seven member board is comprised of six
independent directors, including an independent Chairman, and your
Company's Chief Executive Officer. In contrast, neither Shamrock nor
its director nominees have any meaningful experience in the markets in
which Coinstar operates and the Shamrock nominees are hardly
independent of Shamrock. While we have no personal issues with
Shamrock's nominees, we do not believe that their professional
qualifications would meaningfully benefit your Board.
As you consider the upcoming election of directors, we believe you
should remember that your Board and management are the architects
behind Coinstar's 4th Wall growth strategy and have led the Company
through its transformation while delivering a near 200% increase in
Coinstar's stock price since mid-2003. We are confident in Coinstar's
strategy and in our ability to continue driving enhanced value to our
stockholders in the near-, mid- and long-term. Our goals are
achievable, our plan is realistic and our progress is apparent.
We encourage you to protect your investment in Coinstar and
support your Board and management team by signing, dating and
returning the enclosed WHITE proxy card today, or by using the
instructions on the WHITE proxy card to submit your vote by telephone
or Internet.
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 Coinstar 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.
(a) EBITDA represents earnings before net interest expense, income
taxes, depreciation, amortization and certain other non-cash charges
including stock-based compensation expense.
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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