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Support New Nominees for Napster Board; Current Board's Interests Are Not Aligned With Stockholders; Napster Board Needs to Explore the Sale or Merger of the Company
Thursday, August 21, 2008 8:40 AM


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.



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