30.04.2008 12:30:00
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Coinstar Commences Mailing of Definitive Proxy Materials for Annual Meeting of Stockholders on June 3, 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 WallTM
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
Filings” option under the "About
Us – Investor Relations”
section of Coinstar’s Web site at
www.coinstar.com] [To view chart, visit the "SEC
Filings” option under the "About
Us – Investor Relations”
section of Coinstar’s Web site 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,
2/6/20082 (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™ 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.
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