LookSmart (LOOK) Gets $1/Share Third-Party Tender Offer
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PEEK Investments LLC today announced a third-party tender offer to purchase all of the outstanding shares of common stock of LookSmart, Ltd. (Nasdaq: LOOK) at $1.00 per share in cash. The offer represents a 35% premium over the NASDAQ Official Closing Price for the common stock on June 28, 2012.
PEEK is sponsored by a consortium of LookSmart's shareholders represented by Snowy August Management LLC and Platinum Management (NY) LLC. The current consortium may collectively be deemed to be LookSmart's largest shareholder and beneficially own 2,591,312 shares (approximately 14.98% of the outstanding shares).
PEEK plans to make the tender offer to acquire all shares validly tendered and not withdrawn and provide liquidity at a substantial premium to shareholders who desire to tender while eliminating their further exposure to the downside risk of loss associated with continued ownership of LookSmart's common stock. If the tender offer is consummated and PEEK acquires control of LookSmart, PEEK may utilize control to influence the company's management, policies, and practices in order to effect change, improve performance, and realize value for all shareholders.
Whether or not the tender offer is consummated, PEEK intends to monitor LookSmart on a continuing basis and hold management and the board accountable for performance, oversight, and the company's compensation and governance policies and practices. PEEK expects LookSmart's officers and directors to demonstrate a conscious regard for their responsibilities and their fiduciary relationship with the owners of the company. If LookSmart's independent directors are unable or unwilling to hold management accountable or otherwise fail to act in the face of clear evidence of a problem or any other duty to act, PEEK may seek to remove some or all of the incumbent directors, during or after the tender offer, whether or not the tender offer is consummated.
PEEK may seek to add directors to enhance the independence of LookSmart's board and function of its committees. PEEK believes that directors with a more meaningful financial investment of their own in LookSmart may be better positioned and otherwise better able to ensure that an appropriate relationship exists between executive compensation, performance, and the creation of sustainable shareholder value. PEEK may suggest, recommend, propose, or otherwise pursue transactions involving the acquisition, sale, or exchange of all or part of LookSmart's securities or assets or other actions relating to, or potentially resulting in, changes to the company's business, condition, operations, structure, governance, management, capitalization, policies, plans, and prospects and other actions and changes.
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PEEK is sponsored by a consortium of LookSmart's shareholders represented by Snowy August Management LLC and Platinum Management (NY) LLC. The current consortium may collectively be deemed to be LookSmart's largest shareholder and beneficially own 2,591,312 shares (approximately 14.98% of the outstanding shares).
PEEK plans to make the tender offer to acquire all shares validly tendered and not withdrawn and provide liquidity at a substantial premium to shareholders who desire to tender while eliminating their further exposure to the downside risk of loss associated with continued ownership of LookSmart's common stock. If the tender offer is consummated and PEEK acquires control of LookSmart, PEEK may utilize control to influence the company's management, policies, and practices in order to effect change, improve performance, and realize value for all shareholders.
Whether or not the tender offer is consummated, PEEK intends to monitor LookSmart on a continuing basis and hold management and the board accountable for performance, oversight, and the company's compensation and governance policies and practices. PEEK expects LookSmart's officers and directors to demonstrate a conscious regard for their responsibilities and their fiduciary relationship with the owners of the company. If LookSmart's independent directors are unable or unwilling to hold management accountable or otherwise fail to act in the face of clear evidence of a problem or any other duty to act, PEEK may seek to remove some or all of the incumbent directors, during or after the tender offer, whether or not the tender offer is consummated.
PEEK may seek to add directors to enhance the independence of LookSmart's board and function of its committees. PEEK believes that directors with a more meaningful financial investment of their own in LookSmart may be better positioned and otherwise better able to ensure that an appropriate relationship exists between executive compensation, performance, and the creation of sustainable shareholder value. PEEK may suggest, recommend, propose, or otherwise pursue transactions involving the acquisition, sale, or exchange of all or part of LookSmart's securities or assets or other actions relating to, or potentially resulting in, changes to the company's business, condition, operations, structure, governance, management, capitalization, policies, plans, and prospects and other actions and changes.
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