10.12.2007 14:24:00
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Sherborne Investors Mails Letter to Nautilus, Inc. Shareholders
Sherborne Investors LP mailed a letter to Nautilus, Inc. (NYSE: NLS)
shareholders today, encouraging them to hold the Company’s
Board of Directors accountable for its recent actions and the Company’s
multi-year stock price decline. Sherborne Investors encouraged
shareholders to vote "FOR ALL”
of its nominees at Nautilus’ upcoming special
shareholder meeting on December 18.
The text of the letter follows below:
December 7, 2007
Dear Fellow Shareholder:
Nautilus’ special shareholder meeting will be
held in just over one week’s time. As you
consider your position in this important matter, we wanted to take the
opportunity to address several key points raised by the Company’s
Board in their most recent letter. The current Board’s
propensity to omit key facts and distort Sherborne Investors’
record is telling. Particularly troubling is the mischaracterization of
an incentive compensation arrangement that was offered in lieu of stock
options to one of our principals, who was serving as CEO of Ampex
Corporation, one of our previous investments.
Nautilus goes on to point out in its letter that we declined the Company’s
offer to appoint two Sherborne Investors representatives to its Board of
Directors. However, the letter fails to fully explain that, had we
accepted the offer, we would have been locked into an ineffective
position with only two directors out of 10 and would have been subject
to an onerous Company-drafted "standstill”
agreement, which could have effectively precluded us from taking any
matters directly to shareholders and from voting our shares in what we
believe to be the best way. In fact, the agreement could have tied our
hands for up to 15 months with related notice periods, ensuring that the
Board was free to continue to make decisions that we believe are not in
the best interests of all shareholders. We have presented a very clear
path to returning Nautilus to profitability and sustained growth, and
the offer presented by the Company could have severely restricted our
ability to deliver on that plan.
A greater concern to us than the exact form of Board representation is
the need for increased operational oversight. We feel strongly that
there should be a division of responsibility between the chairman and
CEO. This would ensure closer operational supervision, which we believe
could only benefit the Company. Unfortunately, the CEO has declined to
accept such an arrangement and his employment contract, approved
recently by the current Board, specifically provides that if the roles
of chairman and CEO are separated, he is entitled to severance of $1.15
million and immediate vesting of 400,000 options. For this reason, we
believe this employment contract is onerous to shareholders.
In the past two years, when most members of the current Board were in
office, including the current CEO, Nautilus shares declined by 62%.
Since the appointment of the current CEO only four months ago, the
shares have declined by 24%. The recent public unveiling of the Company’s
strategy has not caused the shares to recover and, in our opinion, the
reaction to it is likely to continue to be disappointing. One must
question the decision of the Board to hire a CEO who was a director over
the past four years while the share price has dramatically declined. We
feel the Company would have been better served by a search process that
yielded outside candidates with more appropriate experience and the
ability to provide a fresh look at Nautilus’
operations.
Sherborne Investors, on the other hand, has made money for shareholders
in every investment it has made in the past five years except, up to
this point, Nautilus. We are confident, and have demonstrated this
confidence with a 25% shareholding, that our approach and experience
will make a significant, positive difference to the value of your shares
and ours and that the improvements will be seen relatively quickly. The
Board’s approach, which is largely to
continue as before, offers the prospect of mediocre returns, even if it
ultimately succeeds. Meanwhile, the Company is expected to record, on a
recurring basis, a $35 million loss in 2007. The Board’s
approach will take a number of years to prove itself and the Company may
not have the financial resources to wait that long. We feel strongly
that more immediate action is required.
Nautilus’ current Board has not represented
its shareholders well and should be held accountable. Importantly, two
leading proxy governance firms recently recognized the need for change
on the Nautilus Board. Both Institutional Shareholder Services and Glass
Lewis LLC have recommended shareholders elect two of Sherborne Investors’
nominees to the Board, which would provide incremental additional
governance and management oversight. As Glass Lewis noted in its
analysis of the actions recently taken by the Company: "It
appears that most of the Company’s actions
were taken only after [Sherborne Investors]
threatened a proxy contest and following many months of disappointing
results. This gives us little faith that the Board has been proactively
seeking to remedy the Company’s poor
performance.” This further underscores the
need for a serious change in approach at the Board level. We believe
that to take a truly fresh perspective on Nautilus’
strategy and restore financial stability and profitable growth in the
near-term, you should vote "FOR”
all four of our nominees on the GREEN proxy card.
We believe that the issues to be considered at the special meeting
reflect a fundamental difference of business judgment in how best to
create value for shareholders. On its current course, we believe the
Company is facing a prolonged period of underperformance and a material
risk of failure. There is a better way to unlock the value hidden in
Nautilus, and we ask for your support to enable us to implement a fresh
approach that can create value for all shareholders. For the reasons
stated above and more fully discussed in our proxy statement dated
November 5, 2007, which is available along with the full details of our
strategic plan for the Company on our website at http://www.dfking.com/sherborne,
Sherborne Investors urges you to vote "FOR”
Proposals 1, 2, 3 and 5 and "FOR ALL”
of our nominees in Proposal 4 on the enclosed GREEN proxy card.
Yours sincerely,
Sherborne Investors LP
135 East 57th Street
New York, New York 10022
A proxy statement regarding this proxy solicitation was filed with the
Securities and Exchange Commission on November 5, 2007. You should read
the proxy statement, as it contains important information. Copies of
this proxy statement are available free of charge at www.sec.gov and
www.dfking.com/sherborne or by calling D.F. King & Co., Inc. at the
numbers listed below. The GREEN proxy card is being furnished to
shareholders in connection with the solicitation of proxies by Sherborne
Investors LP and not on behalf of the incumbent board of directors of
the company.
The upcoming special meeting of shareholders will take place at 10:00
a.m. local time on December 18, 2007. It will be held at Nautilus’
World Headquarters, 16400 SE Nautilus Drive, Vancouver, Washington. We
urge you to vote the GREEN proxy card today.
Please vote the GREEN proxy card today! Do NOT send back management’s
white proxy card even as a sign of protest. Remember, your latest dated
proxy card will revoke all previous cards submitted, so if you have
already voted the white card please vote the GREEN proxy card today.
If any of your shares are held in the name of a broker, bank or other
nominee, only it can vote such shares and only upon receipt of your
specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the
GREEN proxy card representing your shares. We urge you to confirm to
D.F. King & Co., Inc. in writing at the address provided below the
instructions you give to your broker, bank or other nominee so that we
will be aware of all instructions given and can attempt to ensure that
such instructions are followed.
If you have any questions, require assistance in voting your shares, or
need additional copies of our proxy materials, please call D.F. King &
Co., Inc. at the phone numbers listed below. D.F. King & Co., Inc.
48 Wall Street
22nd Floor
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All others call toll free: (800) 628-8532
Institutional Investors Call: (212) 493-6990
Email: sherborne@dfking.com Forward-Looking Statements
Certain statements contained herein are forward-looking statements,
including statements concerning Sherborne Investors’
ability to conduct a successful turnaround of Nautilus, Inc. ("Nautilus”).
Factors that could cause Nautilus’ actual
results to differ materially from these forward-looking statements
include Sherborne Investors’ ability to
effectively implement its turnaround strategy, the availability of media
time and fluctuating advertising rates, a decline in consumer spending
due to unfavorable economic conditions, Nautilus’
ability to effectively develop, market, and sell future products,
Nautilus’ ability to get foreign sourced
product through customs in a timely manner, Nautilus’
ability to effectively identify, negotiate and integrate any future
strategic acquisitions, Nautilus’ ability to
protect its intellectual property, the introduction of lower-priced
competing products, unpredictable events and circumstances relating to
international operations including Nautilus’
use of foreign manufacturers, government regulatory action, and general
economic conditions. We also caution you not to place undue reliance on
forward-looking statements, which speak only as of the date they are
made. We undertake no obligation to update publicly any forward-looking
statements to reflect new information, events or circumstances after the
date they were made or to reflect the occurrence of unanticipated events.
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Nautilus Group Inc. | 0,18 | -79,80% |
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