LOS ANGELES, CA -- (Marketwire) -- 08/21/08 -- Okapi Partners is submitting this press
release on behalf of Perry H.
Rod, Thomas Sailors and Kavan P. Singh. The Investor Nominees today sent
the following letter to Napster
(NASDAQ: NAPS) stockholders urging them to vote the BLUE proxy card FOR the
Investor Nominees for election to the board:
Dear Fellow Stockholders of Napster:
We have been increasingly concerned and alarmed by the actions taken by the
Napster board of directors and senior management which we believe have not
been in the best interests of stockholders and have only served to further
entrench management and the board. Please support our slate of nominees
and approve our corporate governance reform proposals so we can reposition
the company to maximize stockholder value and end what we believe to be a
history of entrenched insider interests operating at stockholder expense.
Napster senior management and the directors against whom we are campaigning
have presided over a dramatic deterioration in the value of our company
since soon after its transformation from Roxio into its present form as the
Napster digital music service. Since that time, Napster's stock price has
fallen from a high of $10.00 on December 6, 2004 to a closing price of
$1.36 on July 29, 2008, the date we filed our proxy materials. The July
29th closing price equates to a market capitalization of less than the
company's cash and investments of just over $70 million, which we believe
implies the market places little if any value on the strategic direction
offered by senior management and the current board. In consideration of
the company's continuing operating losses, ongoing cash drain after
accounting for unpaid royalty accruals, and severely diminished book and
market values of our equity investment, we believe it is clear that the
current strategy is not working, and neither the current board nor senior
management has a clear plan for the future.
It appears the current board's response to this situation was to implement
the following list of stockholder-unfriendly maneuvers in support of its
own and management's deep entrenchment and control over the company:
-- A classified board structure requiring a nearly impossible 80% vote of
the outstanding shares in order to change the bylaws allowing for the
annual election of all directors.
-- A "poison pill" stockholder rights plan making it extremely difficult
for any potential acquirer to demonstrate serious acquisition intent
without management's preconditioned support.
-- A recently implemented change of control severance package, commonly
referred to as a golden parachute, for the chairman/CEO that would pay him
299% of base salary, or over $1,800,000, plus immediate vesting of all
restricted stock awards as well as other benefits.
-- The effective replacement of previously granted underwater stock
options with what we believe to be unwarranted and unearned restricted
stock grants that have expropriated ownership and control away from
shareholders and into the hands of management.
IT IS TIME FOR A CHANGE.
VOTE THE BLUE PROXY CARD TODAY AND PUT PEOPLE ON THE NAPSTER BOARD THAT ARE
COMMITTED TO MAXIMIZING STOCKHOLDER VALUE
Napster needs new board members who are more in tune with the needs of its
stockholders. Like you, we purchased our shares on the open market. We
did not receive over 3,000,000 shares in restricted stock, or almost seven
percent of the company, as a "reward" for an over 80% decline in share
price -- as the directors and senior management have collectively received
over the last three years. Napster should be exploring all possible
avenues of maximizing stockholder value which includes the possible sale or
merger of the company.