NEW YORK, Nov. 6, 2013 /PRNewswire/ -- Clinton Group,
Inc., which together with its affiliates and members of its group
("Clinton Group"), owns more than 10% of the outstanding stock of
ValueVision Media, Inc. (Nasdaq: VVTV) ("ValueVision" or the
"Company"), today announced that it had sent a letter to the
Chairman of the Board of Directors of ValueVision (the "Board")
responding to ValueVision's request that Clinton Group withdraw
its demand for a Special Meeting of ValueVision
shareholders.
Earlier this week, Clinton Group filed a notice with ValueVision
calling for a Special Meeting of shareholders at which shareholders
would have the chance to consider Clinton Group's proposals to
remove a majority of the ValueVision directors, expand the Board of
Directors to nine members and elect seven independent nominees that
Clinton Group believes can assist the Company develop and implement
a new growth strategy and select an executive team capable of
executing that strategy. In a letter on Tuesday, the Company asked
Clinton Group to voluntarily withdraw its notice, supposedly
because such a Special Meeting could distract management during the
Company's important holiday selling season.
In a letter dated today, the Clinton Group responded by noting
that under Minnesota law the Board
has discretion to set the Special Meeting in late January, five
weeks after Christmas. If the Board set such a date, the Clinton
Group has offered to delay its proxy solicitation activities until
January (assuming the Company would do the same) to ensure the
Company could focus on the holiday selling season.
The Clinton Group further noted that the Board's proposal – that
the Clinton Group voluntarily withdraw its request for a Special
Meeting and re-file the request in February – would allow the Board
to set a Special Meeting date as late as early May. The Clinton
Group does not believe such a delay is in the interests of
shareholders.
The full text of the letter is copied below.
Clinton Group, Inc. and certain of its affiliates, officers and
employees intend to make a preliminary filing with the United
States Securities and Exchange Commission ("SEC") of a proxy
solicitation statement to be used to solicit proxies for the
removal of a majority of the directors from the Board, the
expansion of the size of the Board and the election of new
individuals to the Board, among other things.
This communication is not a proxy solicitation, which may be
done only pursuant to a definitive written proxy statement.
[Clinton Group Letterhead]
November 6,
2013
Mr. Randy S. Ronning
Chairman
ValueVision Media Inc.
6740 Shady Oak Road
Eden Prairie, MN 55344
Re: Your Request
For Up to a Six-Month Delay in the Special Meeting
Dear Mr. Ronning:
As you know, Clinton Relational Opportunity Master Fund, L.P.,
together with its affiliates and group members ("Clinton Group"),
is the holder of more than 10% of the voting power of all shares of
ValueVision Media Inc. (the "Company" or "ValueVision").
On Monday, November 4, 2013, the
Clinton Group submitted a notice calling for a Special Meeting of
shareholders (the "Notice") at which shareholders would be able to
consider various proposals, including the removal of a majority of
the Company's directors, the expansion of the Board to nine members
and the election of seven independent professionals who possess
deep industry experience (the "Nominees"). As we outlined in our
Notice, we believe the Nominees – three of whom have held senior
executive positions in the home shopping business, including as CEO
of HSN, and two of whom are iconic leaders in the entertainment and
media business – can be extremely valuable in helping the Company
develop and implement a growth strategy and in identifying a new
executive team with a track record of success and the vision,
ambition and energy to make ValueVision a premier multi-platform
retailer. We are pleased that so many of our fellow shareholders
have reached out to us to discuss our proposals since they were
announced.
In your letter today, you asked us to withdraw our Notice on the
premise that a Special Meeting during the holiday season could
distract management. As large shareholders of the Company, we have
no interest in diverting the attention of management or keeping the
Company from executing well, now or ever.
Accordingly, in a phone call yesterday between our respective
representatives, we suggested that the Company exercise its
discretion under Minnesota law to
hold the Special Meeting of shareholders at the end of January,
five weeks after Christmas. Furthermore, we offered that we would
not begin to solicit our fellow shareholders until after the
holidays (provided that the Company similarly refrains from
solicitation), so that the Company could remain focused on
executing its business plan.
But instead, ValueVision clarified its real desire is for us to
voluntarily and unilaterally withdraw our Notice entirely and
re-file it in February. Although your public letter did not say so,
under Minnesota law, a February
filing would permit the Company to schedule the Special Meeting as
late as early May.
With the sympathetic public plea that Christmas is in seven
weeks, the Company is surreptitiously seeking up to a six-month
delay in holding the Special Meeting. We will not be so easily
misled or give up our rights as shareholders in a Minnesota corporation. We do not believe
shareholder interests are well served by a delay. If avoiding
distractions during the holiday shopping season is your true
motivation, we reiterate our suggestion to call a late January
meeting.
We are pleased that the Corporate Governance and Nominating
Committee will review the qualifications of the Nominees. You have
their complete biographies, all the information that is required
under the federal proxy rules for disclosure about the Nominees,
all the information your By-Laws require to be submitted to the
Company about the Nominees and signed consents from each of them
expressing a willingness to serve on the Board. We welcome your
review of this information, and are prepared to provide any
additional information you reasonably need, and remain open to
resolving our differences through discussion and negotiation.
As we have said all along, our only interest is in ensuring the
Company has the best possible Board of Directors and executive
management team to harness the power of ValueVision's assets and
create significant value for shareholders.
As always, I can be reached at any time at (212) 825-0400.
Best regards.
Gregory P. Taxin
President
cc:
Board of Directors, ValueVision Media
About Clinton Group,Inc.
Clinton Group, Inc. is a diversified asset management firm that
is a Registered Investment Advisor. 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.
CLINTON SPOTLIGHT MASTER
FUND, L.P., CLINTON MAGNOLIA MASTER FUND, LTD., CLINTON RELATIONAL OPPORTUNITY MASTER FUND,
L.P., CLINTON RELATIONAL
OPPORTUNITY, LLC, GEH CAPITAL, INC., CHANNEL COMMERCE PARTNERS,
L.P., CLINTON GROUP, INC.,
GEORGE E. HALL (COLLECTIVELY,
"CLINTON"), CANNELL CAPITAL LLC,
TRISTAN OFFSHORE FUND, LTD., TRISTAN PARTNERS, L.P., CUTTYHUNK II
FUND LLC, TONGA PARTNERS, L.P. AND
J. CARLO CANNELL (COLLECTIVELY,
"CANNELL") INTEND TO FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT PROXIES FROM THE
STOCKHOLDERS OF VALUEVISION MEDIA, INC. ("VALUEVISION") IN
CONNECTION WITH THE SPECIAL MEETING OF STOCKHOLDERS OF VALUEVISION
REQUESTED BY CERTAIN OF THE PARTICIPANTS (AS DEFINED BELOW). ALL
STOCKHOLDERS OF VALUEVISION ARE ADVISED TO READ THE DEFINITIVE
PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES FROM THE STOCKHOLDERS OF VALUEVISION BY CLINTON, CANNELL, THOMAS DAVID BEERS, DORRIT M. BERN, MARK
BOZEK, MELISSA B. FISHER,
THOMAS D. MOTTOLA, ROBERT ROSENBLATT
AND FRED SIEGEL (COLLECTIVELY, THE "PARTICIPANTS") WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN
COMPLETED, THE DEFINITIVE PROXY STATEMENT AND FORM OF PROXY WILL BE
FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF VALUEVISION AND
WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
CLINTON WILL PROVIDE COPIES OF THE
DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD (WHEN
AVAILABLE) WITHOUT CHARGE UPON REQUEST.
SOURCE Clinton Group, Inc.