The support of Fisher Communications’ largest shareholder, Mario Gabelli, for three of the four board candidates on a dissident slate hasn’t persuaded Fisher’s current board to throw in the towel. The board on Friday (5/6) issued a new letter attacking the FrontFour Capital slate ahead of the election on Wednesday, May 11th.
The new letter accuses FrontFour and its current representative on the Fisher board, David Lorber, of numerous misrepresentations in the battling over board seats. The letter charges that the hedge fund is out to take control of Fisher and sell it off for short term profits.
Here is the latest attack:
May 6, 2011
With Fisher Communications’ May 11th annual meeting only days away, and David Lorber and FrontFour Capital, a Connecticut-based hedge fund, attempting to take control of your Company, your vote is more important than ever. By voting the WHITE proxy card and supporting Fisher’s four highly qualified nominees, you can prevent FrontFour from taking over control of your Company. As an event-driven hedge fund, FrontFour is solely focused on a transaction — or an “event” — at Fisher. Despite all of its statements during the past weeks to the contrary, this contest has always been about control of Fisher, and FrontFour is running a full slate of directors without offering you, the shareholders, any control premium.
DAVID LORBER AND FRONTFOUR CONTINUE TO MAKE UNSUPPORTED ACCUSATIONS IN THEIR QUEST TO MISLEAD YOU
It is unfortunate that a sitting director, Mr. Lorber, continues to make wholly unsupported accusations against the Company and his fellow directors. Mr. Lorber and FrontFour have demonstrated that they will say and do anything in an attempt to mislead you into voting their proxy card. In addition, by engaging in this process, FrontFour has also displayed a complete lack of respect for you, its fellow shareholders. Here are just a few examples of FrontFour’s efforts to mislead other Fisher shareholders:
FRONTFOUR’S FICTION: FrontFour claims it has never said that a sale of the Company is the best way to maximize stockholder value.
THE TRUTH: In its January press release announcing a slate of four candidates, FrontFour said it is their belief that “shareholders’ interests are best served by conducting a robust and impartial auction process for the sale of the Company, including retaining a financial advisor with a clear mandate to engage all strategic and financial buyers in a transaction that maximizes value.”
FRONTFOUR’S FICTION: It has repeatedly tried to scare Fisher shareholders into thinking the Board is about to embark on an acquisition spree.
THE TRUTH: The Company has not been an active acquirer in recent years. In fact, Fisher’s last notable corporate or station acquisition was announced almost four years ago in 2007. As Mr. Lorber surely knows having attended past Fisher board meetings, the Fisher Board has no imminent plans to begin an acquisition spree.
FRONTFOUR’S FICTION: FrontFour criticized the Board for not declassifying itself after shareholders passed a non-binding proposal in 2009.
THE TRUTH: Mr. Lorber — as a sitting director on the Fisher Board — joined his fellow directors at a December 2009 meeting and cast his vote against declassification, a vote he now conveniently claims he didn’t believe in. Even leading proxy advisory services Institutional Shareholder Services (“ISS”) and Glass-Lewis & Co. (“Glass-Lewis”) — which are neutral third parties — recognized the hypocrisy of FrontFour’s criticisms and Mr. Lorber’s questionable judgment as a Fisher director in their recent respective reports:
“The Dissident counters … by stating that Mr. Lorber ‘only reluctantly agreed’ to vote down declassification after it became clear the proposal ‘would otherwise be voted down by the board’. Based on this disclosure, Mr. Lorber appears more concerned with averting rifts with other board members than with strongly representing FrontFour’s purported stance that staggered boards should always be declassified.” – Glass-Lewis
“This may be the world’s most tortured definition of “director independence”– casting one’s vote in the way that will solidify one’s place in the pack, rather than in the way one has represented to other shareholders — particularly by sponsoring the proposal in the first place — one will act.” – ISS
FRONTFOUR’S FICTION: FrontFour insists that it is not seeking control.
THE TRUTH: Fisher has a nine-person Board, which Mr. Lorber is already on. With the election of his four candidates, FrontFour would have five of the nine board seats. This would give it control of Fisher’s Board of Directors.
FRONTFOUR’S FICTION: It has criticized the Board for what it claims is a failure to control costs.
THE TRUTH: As a sitting director, Mr. Lorber has never voted against any Company operating budget, nor has he formally proposed any specific cost-cutting initiatives. Through its actions to try to take control of the Board in this proxy contest, FrontFour has in fact created significant additional costs for the Company. On top of that, FrontFour has informed the Company it intends to bill Fisher for all expenses associated with this campaign — without asking the rest of the shareholders for approval.
Having witnessed these fabricated arguments, we ask that all shareholders seriously consider the consequences of ceding control of the Board to FrontFour. They have demonstrated they will say or do whatever is necessary, including misleading the other shareholders, in order to make a quick buck for themselves.
ISS AND GLASS-LEWIS SEE THROUGH FRONTFOUR’S INCONSISTENT, BASELESS AND MISLEADING STATEMENTS AND RECOMMEND ALL OF FISHER’S NOMINEES
Both ISS and Glass-Lewis recently rejected all of FrontFour’s candidates and recommended that shareholders instead elect all of Fisher’s highly qualified nominees. They also raised questions about FrontFour’s misleading arguments and the firm’s nominees’ lack of experience, as detailed below.
On the Lack of Merits of FrontFour’s Financial and Operational Arguments
“Less convincing are the Dissident’s financial arguments, which appear largely unsupported by any notion of context or comparison.” – Glass-Lewis
“In full consideration of the presented arguments, we find little cause to support the Dissident’s solicitation. (FrontFour’s) financial arguments are largely absolute, failing to provide relative measures by which shareholders can fully and fairly assess Fisher’s purportedly lamentable performance. By contrast, our analyses of Fisher’s performance since the appointment of Ms. Brown suggest the Company has generally weathered a broader market downturn in more favorable condition than certain of its broadcasting peers.” – Glass-Lewis
“…We do not find any evidence to support the dissident’s assertions the board has been ineffective in its oversight of management or misguided in its strategic vision. The company’s progress on its strategic plan — including not just strengthening broadcast competitiveness to give it additional pricing power, but expanding into adjacencies through its internet strategy, improving revenue mix, controlling cost and driving continual improvement in leading metrics — strongly suggests that the incumbent board, rather than the dissidents, has a better strategy for delivering shareholder value.” – ISS
On the Lack of Relevant Experience of FrontFour’s Nominees:
“…We fail to see how these items serve as ample cause to support the Dissident nominees, one of which is currently employed by FrontFour, and none of which has any relevant broadcast experience.” – Glass-Lewis
“With respect to relevant board experience, we question the value shareholders may reasonably expect to derive from the Dissident candidates.” – Glass-Lewis
DAVID LORBER AND FRONTFOUR’S “OPERATING PLAN” INCLUDES IDEAS THAT ARE REDUNDANT WITH THE COMPANY’S EXISTING STRATEGY
In their most recent letter, Mr. Lorber and FrontFour presented an operating plan for the Company, which was only pulled together at the last minute of this proxy contest in response to questions from informed shareholders. Their so-called “operating plan” is redundant with Fisher’s existing strategy. As Mr. Lorber should know from attending past Fisher board meetings, the Company has already implemented shared services and automated its news production.
In addition, Mr. Lorber’s and FrontFour’s half-baked idea of “optimizing” Fisher Plaza would hinder the Company’s ability to sell the Plaza. Were the Company to free up more than 120,000 square feet (or over 40% of leasable space) by removing its operations, it would be nearly impossible to market the Plaza for sale for the valuation we expect. This too has been well discussed. In fact, in 2008, bidders for the Plaza soundly rejected the idea of purchasing the building with more than 40% of the building empty.
WE URGE ALL SHAREHOLDERS TO VOTE FOR FISHER’S NOMINEES
BY VOTING THE WHITE PROXY CARD TODAY
We highly recommend that you follow the recommendations of ISS and Glass-Lewis and vote the WHITE proxy card for all Fisher nominees. Do not allow FrontFour to steal your Company away from you under the guise of having an “operating plan,” as its only true plan is to sell the Company for its own short-term gain.
You can vote your shares by signing, dating and returning the WHITE proxy card, or you may vote via telephone or over the internet to ensure that your votes are received in time. If your shares are held in the name of a broker or bank, please follow the instructions provided. Even if you have already voted on the green proxy card supplied by FrontFour, you can still support the Board by voting the WHITE proxy card today. YOUR LATEST DATED PROXY IS THE ONE THAT COUNTS!
Thank you for your continued support.
Paul A. Bible Richard L. Hawley
Colleen B. Brown Brian P. McAndrews
Anthony B. Cassara George F. Warren, Jr.
Donald G. Graham, III William W. Warren, Jr.
Michael D. Wortsman