Investor Moves To Revamp Fisher Board
January 28, 2011: FrontFour Capital, a Fisher Communications shareholder, has told the broadcaster it plans to nominate four members to the Fisher board at the company's 2011 shareholders' meeting. FrontFour Managing Member David Lorber is currently a member of the Fisher board.
In a letter to Fisher, FrontFour said it has "serious concerns with the continued underperformance of the company under this board and management team" and that it has "lost all confidence in the ability of management to take the necessary steps to enhance value at Fisher and in the board's ability to hold management accountable or its poor performance."
FrontFour says it believes the best way to maximize shareholder value is to begin a review on the way to selling the company to the highest bidder. The letter also accuses the Fisher board of letting opportunities to maximize shareholder value "slip by without proper consideration."
The FrontFour letter follows Fisher's decision in December to reject a buyout bid from Huntingdon Real Estate Investment Trust. David Lorber is also a member of the Huntingdon board of trustees, and Huntingdon President/CEO Zachary George is a co-founder and managing member of FrontFour.
FrontFour's letter acknowledges that the fund owns shares in both Fisher and Huntingdon and continues, "Make no mistake, to be clear, our sole interest at Fisher is in pursuing a value-maximizing transaction for Fisher that benefits all shareholders, and we have taken the necessary steps to eliminate conflicts of interest that could arise as a result of Huntingdon's interest in acquiring Fisher."
Lorber was excused from participating in any Fisher board deliberations and reports concerning the Huntingdon buyout offer after he was the sole Fisher board member to vote in favor of the deal, and he has also, the FrontFour letter says, recused himself from Huntingdon deliberations involving Fisher. FrontFour partner Stephen Loukas, one of the fund's proposed nominees, would also recuse himself form the deliberations if he is elected to Fisher's board.
Fisher released the following statement in response to FrontFour's letter.
"Fisher Communications has received a letter from FrontFour Capital, a hedge fund whose managing member, David A. Lorber, currently serves on Fisher's board, expressing its intention to nominate four individuals to Fisher's board of directors at the 2011 annual meeting of shareholders. While Fisher strongly disagrees with the assertions contained in the FrontFour letter, Fisher values input from all its shareholders, and the board will evaluate the nominees and make a recommendation in the best interests of Fisher's shareholders. Fisher's board and management team remain committed to enhancing shareholder value."
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