ShopNBC Announces Conclusion of Strategic Alternatives Review Process
January 27 2009 - 8:15AM
Marketwired
ShopNBC (NASDAQ: VVTV), the premium lifestyle brand in electronic
retailing, today announced that the Special Committee of
independent members of its Board of Directors has concluded its
comprehensive review of strategic alternatives commenced on
September 10, 2008, with the assistance of its independent
financial advisor, Piper Jaffray & Co.
The Special Committee and Piper Jaffray broadly solicited
expressions of interest in a purchase of, or strategic relationship
with, the company and also evaluated several other strategic
alternatives, including a distribution to shareholders through a
sale of assets and liquidation of the company. While a number of
parties engaged in the process and conducted due diligence, the
Special Committee did not receive any final bids from any of the
parties involved. In addition, the Special Committee concluded that
a liquidation of the company would not likely result in any
distribution to the company's shareholders. Therefore, at the
recommendation of the Special Committee, the full Board of
Directors determined to continue and subsequently to conclude the
strategic alternatives review process. As outlined in the
accompanying press release, the company plans to continue its
implementation of new corporate strategies designed to grow its
EBITDA levels, increase revenues and decrease expenses.
Since September 10, 2008, Piper Jaffray contacted a total of 137
parties and executed confidentiality agreements with 39 of them.
Initial indications of interest were received from 13 parties and,
based on the credibility of their financing plans, four parties
were invited to the second round of the sale process, which
included in-depth discussions and meetings with management. Of the
four, two were strategic parties and two were financial sponsors.
Additionally, each of the four parties had access to an extensive
electronic data room and the opportunity to conduct a thorough due
diligence process.
The company encountered a number of external and internal issues
that adversely affected the process, including current market
conditions and economic circumstances, difficult retail and credit
environments, the company's recent operating performance and cost
structure, uncertainty surrounding the status of the possible
redemption of the Series A Redeemable Convertible Preferred Stock
held by GE, and the early stage of the company's cable and
satellite distribution negotiations.
The Special Committee stated that after the conclusion of this
extensive process, no final bids were received. "Over the last few
months, we thoroughly explored a wide range of strategic
alternatives and held extensive discussions with a number of
interested parties," commented George Vandeman, Chairman of the
Special Committee and member of ShopNBC's Board of Directors.
"While we hoped to find a viable transaction through these
discussions, no final bids were received. As a result, the Special
Committee concluded and recommended to the Board that the best
option at this time is to continue to operate the company as an
independent entity."
Notwithstanding the formal termination of the strategic
alternatives process, the Special Committee and Board remain
committed to maximizing shareholder value and will pursue any
reasonable alternatives that present themselves.
About ShopNBC
ShopNBC is a multi-channel electronic retailer operating with a
premium lifestyle brand. The shopping network reaches 72 million
homes in the United States via cable affiliates and satellite: DISH
Network channel 228 and DIRECTV channel 316. www.ShopNBC.com is
recognized as a top e-commerce site. ShopNBC is owned and operated
by ValueVision Media (NASDAQ: VVTV). For more information, please
visit www.ShopNBC.com/IR.
Forward-Looking Information
This release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's current
expectations and accordingly are subject to uncertainty and changes
in circumstances. Actual results may vary materially from the
expectations contained herein due to various important factors,
including (but not limited to): consumer spending and debt levels;
interest rates; competitive pressures on sales, pricing and gross
profit margins; the level of cable and satellite distribution for
the company's programming and the fees associated therewith; the
success of the company's e-commerce and new sales initiatives; the
success of its strategic alliances and relationships; the ability
of the company to manage its operating expenses successfully; the
ability of the Company to establish and maintain acceptable
commercial terms with third party vendors and other third parties
with whom the Company has contractual relationships; changes in
governmental or regulatory requirements; litigation or governmental
proceedings affecting the company's operations; and the ability of
the company to obtain and retain key executives and employees. More
detailed information about those factors is set forth in the
company's filings with the Securities and Exchange Commission,
including the company's annual report on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K. The company
is under no obligation (and expressly disclaims any such
obligation) to update or alter its forward-looking statements
whether as a result of new information, future events or
otherwise.
Contacts: Frank Elsenbast Chief Financial Officer 952-943-6262
Anthony Giombetti Media Relations 612-308-1190
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