Shareholder Group Announces Intention to Vote Against Proposed ValueVision International Inc./National Media Corp. Merger
MINNEAPOLIS, March 9 /PRNewswire/ -- Michael J. Blake and Brian E. Danzis, shareholders of ValueVision International Inc. (Nasdaq: VVTV - news),
announce that they intend to vote against the proposed merger between VVTV and National Media Corp. (NYSE: NM - news). Their position is described in
advertisements being placed in major newspapers.
Blake and Danzis will be voting against the proposed merger so that VVTV's board will be required to consider better alternatives, including a merger
proposal from VV Acquisition Corp. (''Acquisition Corp.''), a company which Blake and Danzis control. Acquisition Corp. has proposed a merger with
VVTV which calls for the payment of $5.50 per VVTV share.
Blake and Danzis own and have owned television and radio stations, as well as other broadcast-related properties. Last year, they sold their interest in
WHRC-TV 46, a Boston television station. In 1996, they sold BDS Communications, Inc., which they co-founded, to American Radio Systems Corporation
(NYSE: AFM - news).
Medintell Systems Corporation, co-founded by Blake, was sold in 1996 to Value Health, Inc., which itself was recently acquired by Columbia/HCA (NYSE:
COL - news).
Blake is a director of Emons Transportation Group, Inc. (Nasdaq: EMON - news). The following is the complete text of the newspaper advertisement.
OPEN LETTER TO VALUEVISION
INTERNATIONAL INC. SHAREHOLDERS
Re: ValueVision/National Media Merger
Dear ValueVision Shareholder:
We are shareholders of ValueVision International Inc. (''VVTV''). On January 5, 1998, VVTV announced its proposed merger with National Media Corp.
(''NM''). The VVTV/NM merger cannot be consummated unless we, the VVTV shareholders, vote to approve it at a meeting which VVTV has announced it
is planning for the second quarter of 1998.
We intend to vote AGAINST THIS MERGER because we believe shareholders would be better served by a merger with our company, VV Acquisition
Corp. (''Acquisition Corp.''). On February 6, 1998, Acquisition Corp. notified VVTV and Bear, Stearns & Co. Inc., VVTV's adviser, of its offer to merge
with VVTV. On February 17, 1998, VVTV informed Acquisition Corp. that its board of directors had decided against pursuing our proposed transaction.
The VVTV board did not explain its decision. Acquisition Corp. continues to desire to merge with VVTV on the terms communicated to VVTV and
described below.
Acquisition Corp.'s merger proposal to VVTV calls for the payment of $5.50 per VVTV share. The consideration consists of $3.50 cash, plus $2.00 face
value of two-year, 8% Acquisition Corp. debentures. The market is apparently valuing the NM merger proposal at $3.50 per VVTV share. A merger of
VVTV into Acquisition Corp. will entitle NM to a $7.5 million breakup fee. The payment of this fee will not reduce the price paid to VVTV shareholders in
the merger.
We are opposed to a merger with NM, a company which has lost over $80 million in the last seven quarters. We do not believe that VVTV should bail out a
struggling company.
We intend to vote against this merger so that VVTV's board will be required to consider better alternatives.
This advertisement does not constitute, and is not intended to be, a solicitation of proxies under SEC Rules.
Michael J. Blake
Brian E. Danzis
SOURCE: Michael Blake |
