ValueVision Files Supplemental Investor Presentation to Address Clinton Group's Inaccurate Statements
June 02 2014 - 7:00AM
Marketwired
ValueVision Files Supplemental Investor Presentation to Address
Clinton Group's Inaccurate Statements
Shareholders Should Vote Based on the Facts, Not Clinton Group's
Flawed Statements; Urges All Shareholders to Protect the Value of
Their Investment by Voting the WHITE Proxy Card
MINNEAPOLIS, MN--(Marketwired - Jun 2, 2014) - ValueVision
Media, Inc. (NASDAQ: VVTV) ("ValueVision" or the "Company"), a
multichannel electronic retailer via TV, Internet and mobile,
announced that, in order to set the record straight on the Clinton
Group's misleading and self-serving assertions, it has filed a
presentation with the U.S. Securities and Exchange Commission
("SEC"). The presentation, which is available on the Investor
Relations section of the Company's website at
http://shophq.mwnewsroom.com/Presentations and on the SEC's website
at www.sec.gov, has
been filed in connection with the Company's 2014 Annual Meeting of
Shareholders to be held on Wednesday, June 18, 2014.
Clinton Group's May 27, 2014, investor presentation included
multiple inaccurate and misleading statements, which ValueVision
refutes in the presentation it filed today:
- The Clinton Group used selective data to misrepresent the
operating performance and shareholder returns achieved by
ValueVision's Board and management team;
- Contrary to Clinton Group's assertions, ValueVision's strategy
is working and creating value for shareholders while enhancing the
customer experience;
- Clinton Group continues to misunderstand or intentionally
misrepresent ValueVision's programming and merchandising
strategy;
- Clinton Group's "First Ninety Days" plan is poorly conceived
and risks derailing the Company's momentum; and
- Clinton Group has omitted meaningful and relevant facts about
the expertise and qualifications of ValueVision's Board members
that shareholders should consider in voting FOR the current
Directors and their strategy to continue creating substantial and
growing shareholder value.
ValueVision's shareholders are reminded that their vote is
important, no matter how many or how few shares they own. Whether
or not shareholders plan to attend the Annual Meeting, they have an
opportunity to protect their investment by voting the WHITE proxy
card "FOR" ValueVision's eight highly qualified and experienced
nominees: Jill Botway, John Buck, William Evans, Landel Hobbs, Sean
Orr, Lowell Robinson, Randy Ronning and Keith Stewart.
Advisors Jefferies LLC is acting as financial advisor and
Simpson Thacher & Bartlett LLP and Barnes & Thornburg LLP
are acting as legal advisors to ValueVision.
Your Vote Is Important, No Matter How Many Or How Few Shares You
Own
If you have questions about how to vote your shares, or need
additional assistance, please contact the firm assisting us in the
solicitation of proxies:
INNISFREE M&A INCORPORATED Shareholders Call Toll-Free:
(888) 750-5834 Banks
and Brokers May Call Collect: (212)
750-5833
REMEMBER: We urge you NOT to sign any Gold proxy card sent to
you by Clinton. If you have already done so, you have every right
to change your vote by signing, dating and returning the enclosed
WHITE proxy card TODAY in the postage-paid envelope provided. If
you hold your shares in Street-name, your custodian may also enable
voting by telephone or by Internet -- please follow the simple
instructions provided on your WHITE proxy card.
About ValueVision Media/ShopHQ (www.shophq.com/ir) ValueVision
Media, Inc. operates as ShopHQ, a multichannel retailer that
enables customers to shop and interact via TV, phone, Internet and
mobile in the merchandise categories of Home & Consumer
Electronics, Beauty, Health & Fitness, Fashion &
Accessories, and Jewelry & Watches. The ShopHQ television
network reaches over 87 million cable and satellite homes and is
also available nationwide via live streaming at www.shophq.com.
Please visit www.shophq.com/ir for more investor information.
Forward-Looking Information
This release may contain certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Any statements contained herein that are not statements of
historical fact may be deemed forward-looking statements. 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 preferences, spending and
debt levels; the general economic and credit environment; interest
rates; seasonal variations in consumer purchasing activities; the
ability to achieve the most effective product category mixes to
maximize sales and margin objectives; competitive pressures on
sales; pricing and gross sales margins; the level of cable and
satellite distribution for our programming and the associated fees;
our ability to establish and maintain acceptable commercial terms
with third-party vendors and other third parties with whom we have
contractual relationships, and to successfully manage key vendor
relationships; our ability to manage our operating expenses
successfully and our working capital levels; our ability to remain
compliant with our long-term credit facility covenants; our ability
to successfully transition our brand name; the market demand for
television station sales; our management and information systems
infrastructure; challenges to our data and information security;
changes in governmental or regulatory requirements; litigation or
governmental proceedings affecting our operations; significant
public events that are difficult to predict, or other significant
television-covering events causing an interruption of television
coverage or that directly compete with the viewership of our
programming; and our ability 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.
You are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.
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.
Important Information
This release may be deemed to be solicitation material in
respect of the solicitation of proxies from shareholders in
connection with one or more meetings of the Company's shareholders,
including the Company's 2014 Annual Meeting of Shareholders. On May
9, 2014, the Company filed with the Securities and Exchange
Commission ("SEC") a proxy statement and a WHITE proxy card in
connection with the Company's 2014 Annual Meeting of Shareholders.
The Company, its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation
of proxies from shareholders in connection with the Company's 2014
Annual Meeting of Shareholders. Information concerning the
interests of these directors and executive officers in connection
with the matters to be voted on at the Company's 2014 Annual
Meeting of Shareholders is included in the proxy statement filed by
the Company with the SEC in connection with such meeting. In
addition, the Company files annual, quarterly and special reports,
proxy and information statements, and other information with the
SEC. The proxy statement for the 2014 Annual Meeting of
Shareholders is available, and any other relevant documents and any
other material filed with the SEC concerning the Company will be,
when filed, available, free of charge at the SEC website at
http://www.sec.gov. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE
PROXY STATEMENT FILED BY THE COMPANY AND ANY OTHER RELEVANT
DOCUMENTS FILED WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION WITH RESPECT
TO PARTICIPANTS.
Contacts Media: Dawn Zaremba ShopHQ dzaremba@shophq.com
(952) 943-6043 O Tim
Lynch / Jed Repko Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investors: David Collins / Eric Lentini Catalyst Global LLC
vvtv@catalyst-ir.com (212) 924-9800 O
(917) 734-0339 M
Arthur Crozier / Scott Winter / Jonathan Salzberger Innisfree
M&A Incorporated (212) 750-5833
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