NEW YORK, June 9, 2014 /PRNewswire/ -- Clinton Group,
Inc. ("Clinton Group") announced that independent research firm
Glass, Lewis & Co. ("Glass Lewis") is recommending that
ValueVision Media (NASDAQ: VVTV) ("ValueVision" or the "Company")
stockholders support all of Clinton Group's nominees to the
ValueVision Board of Directors because "the Company requires a
far-reaching overhaul of the board and senior management in order
for ValueVision to achieve results closer to those of its
competitors." Glass Lewis provides advice in voting at annual and
special shareholders' meetings to more than 900 clients, including
the majority of the world's largest pension plans, mutual funds and
asset managers.
In a report dated June 6, Glass
Lewis recommended that its clients vote for all of Clinton Group's
Board nominees and that they vote for none of the incumbent members
of the Board by using the GOLD proxy card at ValueVision's annual
meeting, which is scheduled for June
18.
The Glass Lewis analysis, which considers the arguments and
information presented by both Clinton Group and ValueVision in a
32-page report, notes that Glass
Lewis is generally "reticent to recommend the removal of incumbent
directors, or the election of dissident nominees." In the case of
ValueVision, however, Glass Lewis wrote:
"In light of our review of the Company's operating performance
and shareholder returns, not necessarily on their own but rather
relative to peers, benchmarks, the Company's historical results and
management's stated goals, as well as portions of the Company's
governance environment, we believe [Clinton Group] has made a
compelling case for significant change at the board level. ...
[T]he appointment of [all] six of [Clinton Group's] nominees is
warranted, in our view, given our conclusions regarding the
potential of the [Clinton Group] plan and the suitability of its
nominees, who possess complementary and relevant expertise, to
implement such plan in conjunction with its own management
team."
"We are pleased to receive the support of Glass Lewis, and that
of ISS, for substantial Board changes at ValueVision," said
Gregory P. Taxin, President of
Clinton Group. "We are convinced our nominees to the Board can help
the Company achieve greatness and are thankful for the support of
these two world-class, independent research organizations."
Glass Lewis further noted:
"ValueVision has not lived up to its full potential. ...
The Company's serial underperformance from a total shareholder
return and operating perspective and its industry-worst operating
metrics during much of the current CEO's tenure serve as evidence
that broad change is warranted, in our view. … Installing a team
[of directors] at ValueVision that has demonstrated ability to
successfully operate a home shopping network, achieve performance
goals, develop valuable proprietary brands, create popular and
engaging television content, run successful marketing and
advertising campaigns and lead organizations to success within the
Company's own and related industries, in our opinion, could lead to
a superior long-term outcome for ValueVision shareholders."
Glass Lewis also concluded:
- "[S]upport for [the Clinton Group] nominees is likely to result
in a superior outcome for ValueVision shareholders than what might
reasonably be expected from shareholders' continued endorsement of
the incumbents, in light of the Company's track record for the last
five years."
- "In our view, the Company's own historical performance, the
success of its competitors and the current management team's
aspirational operating targets have each understandably given
ValueVision shareholders high expectations which, in our opinion,
the Company has yet to meet. In short, we believe the board and
management team have overpromised and underdelivered."
- "While the board now points to a fairly recent and relative
short period of outperformance by the Company, we see little
justification to emphasize this particular period over any others
or to disregard the various [other] periods ... past and
present, short and long, of significant [total shareholder return]
underperformance relative to competitors and broader
benchmarks."
- "By dramatically changing the product mix, emphasizing the
development and showcase of more proprietary brands and presenting
more compelling and engaging programming, [Clinton Group] believes
ValueVision [can] aspire to similar levels of financial
performance, shareholder returns and valuations as its rivals
enjoy. In our opinion, the [Clinton Group's] strategic vision for
ValueVision is compelling."
- "[T]he current CEO and executive team, operating from various
far-away places during parts of the week, cannot be reasonably
expected to produce a substantially new and improved outcome for
ValueVision shareholders. Operating in this manner, with a
potentially inferior operating plan, even if the management team is
successful, [] may simply translate to more of the modest
improvements the Company and shareholders have realized to date. In
our opinion, in order to achieve the level of success demonstrated
by the Company's rivals and projected by the management team -- the
type that would yield sustained, superior shareholder returns --
the management team needs to be more committed, cohesive and
productive than it likely is today operating within such
limits."
- "Overall, in light of the Company's past performance and an
unwillingness of the [existing] board, as a whole, to hold
management accountable for repeated performance shortcomings, or to
keep up with the competition, as well as evidence of the noted
governance issues, we are of the opinion that broad change at the
board level is necessary."
- "Looking at the [Clinton Group's] slate of nominees, we see a
collection of director candidates who possess a well-rounded
variety of relevant and successful experiences. ... [W]e
believe the [Clinton Group's] nominees represent a strong
collection of director nominees who could be expected to, in
partnership with a management team headed by a new CEO, implement a
strategic plan to realize the [Clinton Group's] and its nominees'
vision for the Company."
- Clinton Group "has offered a detailed and comprehensive plan
for the Company, one that appears sound and compelling. We also
note that the [Clinton
Group] has laid out an ambitious strategic and
operating plan for the first 90 days following the shareholder
meeting, complete with goals and target dates."
Clinton Group encourages
its fellow shareholders to use the GOLD proxy card, as both Glass
Lewis and ISS have recommended, when voting at this year's annual
meeting and to vote for the Clinton Group nominees. Mr. Taxin, who
is the President of Clinton Group, co-founded and served as the CEO
of Glass Lewis from 2003 to 2007. Clinton Group has no financial or
client-vendor relationship with either Glass Lewis or ISS.
Clinton Group also recommends that ValueVision shareholders
review the Clinton Group definitive proxy materials, video
presentation, shareholder letters and slide deck, all of which are
available at www.AddValueAndVision.com.
Shareholders with questions should contact Bruce Goldfarb or Lydia
Mulyk at Okapi Partners LLC at (212) 297-0720, Toll-Free
(855) 305-0857, or VVTV@okapipartners.com.
About Clinton Group, Inc.
Clinton Group, Inc. is a Registered Investment Advisor based
in New York City. The firm has been investing in global
markets since its inception in 1991 with expertise that spans a
wide range of investment styles and asset classes.
Important Additional Information
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P., CLINTON
RELATIONAL OPPORTUNITY, LLC, GEH CAPITAL, INC., CLINTON SPECIAL
OPPORTUNITIES MASTER FUND, LTD., CHANNEL COMMERCE PARTNERS, L.P.,
CLINTON GROUP, INC., GEORGE E. HALL
(COLLECTIVELY, "CLINTON") THOMAS D.
BEERS, MARK BOZEK,
RONALD L. FRASCH, THOMAS D. MOTTOLA, ROBERT ROSENBLATT AND FRED
SIEGEL (TOGETHER WITH CLINTON, THE "PARTICIPANTS") AND/OR CERTAIN
AFFILIATED PARTIES HAVE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE
PARTICIPANTS' SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF
VALUEVISION MEDIA, INC. (THE "COMPANY") FOR USE AT THE COMPANY'S
2014 ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY
SOLICITATION"). ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED
TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO THE PROXY SOLICITATION BY THE PARTICIPANTS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO
THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING
PROXY CARD HAVE BEEN FURNISHED TO SOME OR ALL OF THE COMPANY'S
STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS,
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV/. IN ADDITION, OKAPI PARTNERS LLC,
CLINTON'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE
PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON
REQUEST BY CALLING (212) 297-0720 OR TOLL FREE AT (855)
305-0857.
ADDITIONAL INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION
OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS
CONTAINED IN THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED
BY CLINTON ON MAY 13, 2014 AND IN THE DEFINITIVE ADDITIONAL
MATERIALS ON SCHEDULE 14A FILED BY CLINTON
ON MAY 22, 2014 AND
JUNE 6, 2014. THESE DOCUMENTS CAN BE
OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
SOURCE Clinton Group, Inc.