4-Star Gen. Barry McCaffrey, National & NC Leaders Headline Nat'l-State Obesity Increasing Crisis, to Cite Disturbing National & State Numbers, at Durham's Structure House on its 35T Feb 10, 2012 12:25PM

4-Star Gen. Barry McCaffrey, National & NC Leaders Headline Nat'l-State Obesity Increasing Crisis, to Cite Disturbing National & State Numbers, at Durham's Structure House on its 35Th Anniversary

Fri., Feb. 17 11 a.m., Structure House, 3017 Pickett Road, Durham, NC

State's obesity commission members, state legislators, Governor's representative, Durham Mayor, alumni to call for increased action and awareness at Durham news conference with Nat'l, local experts, & country's largest  behavioral treatment provider CEO, CRC's Andy Eckert

DURHAM, N.C., Feb. 10, 2012 /PRNewswire-USNewswire/ -- Four-Star Gen. Barry McCaffrey (Ret), the former U.S. Drug Czar, SouthCom (Latin America) Commander, and Gulf War division commander, on Feb. 17 at 11 a.m. will headline a national obesity increasing epidemic awareness news conference with national, state, and local leaders at Durham's Wellspring at Structure House. Structure House was selected for the event as a national model facility which has treated over 30,000 people and is celebrating its 35th anniversary. 

The event is at 11 a.m.- Noon Friday Feb. 17 at Structure House in Durham (3017 Pickett Road, Durham NC 27705), with lunch open to participants following. Media is invited to both the news conference and the lunch which follows.

McCaffrey said, "There will be 120 million American obese within the next five years—up from 90 million—and NC's obesity rate has increased 80% the last 15 years. These numbers are astonishing, and they are a big part of increasing health care expenses due to diabetes and heart issues. The lives of children and adults are both at stake. We must act nationally and locally."

Among leaders participating at the event will be the chairs of the state's obesity commission, the Governor's representative, state legislators, experts, alumni, Durham Mayor William Bell (he will open with a proclamation), and the CEO of the country's largest behavioral health treatment provider, CRC Health Group, Andy Eckert, which owns Structure House and facilities across the country.  Structure House and Wellspring have been featured recently on Dr. Oz and on NPR.

Eckert called Structure House's new partnership with Wellspring (Structure House, now called Wellspring at Structure House, assists adults, and Wellspring helps youth) and the expanded joint mission "imperative to help stop the epidemic of obesity at all ages. Our nation and our communities are at risk."

Speakers at the event will include: General McCaffrey; Mayor Bell (with proclamation); Andy Eckert, CEO, CRC Health Group;  Dr. Gerard Musante, Founder, Structure House; Dr. Olson Huff, Founder Olson Huff Center for Childhood Development; State Representative Verla Insko – NC  House of Representatives;  Dr. Eric DeMaria – Bariatric Surgeon and Founder of New Hope Wellness Center; Carsyn Nash, Wellspring alumnus;  Mike Theokas, Structure House alumnus ; Eliza Kingsford, Clinical Director Weight Management (Emcee); Dr. Laura Gerald, Sr. Advisor to Governor Purdue and Governor's special representative.

CONTACT: Bob Weiner, +1-301-283-0821, cell +1-202-306-1200, weinerpublic@comcast.net, Richard Mann, +1-301-283-0821

SOURCE Robert Weiner Associates; CRC Health Group


Commander Identifies Anomalous Gold Zones on Yukon Gold Property Feb 10, 2012 12:24PM

VANCOUVER, BRITISH COLUMBIA -- (MARKET WIRE) -- 02/10/12 -- Commander Resources Ltd. (TSX VENTURE: CMD) announces that the field campaign carried out at the Glenmorangie gold property, located in south east Yukon, has identified two anomalous gold zones with values of up to 4.5 g/t gold in grab rock samples and anomalous soil values of up to 106 ppb gold. The first three km long by two km wide zone lies in the northern part of the claims where a significant number of quartz veins have been mapped and which trend in a north westerly direction.

The second zone is to the south, and was identified through mapping and sampling. Again, a north west trending fault system was discovered and along with this, gold was found in soils, with values up to 131 ppb gold. Heavy metal concentrate sampling of silts draining from this area returned 8 grains of gold, the highest number found to date from this method of sampling.

Eric Norton, President of Commander Resources states; "The results from this program are very encouraging. This area continues to attract a lot of attention with the on-going success of Northern Tiger's 3Ace drill program and we feel that the Glenmorangie property has good fundamental geology to justify continued exploration in the area."

Results of the Program:

A total of 1,350 soil samples, 205 rock samples, 20 silt samples and six bulk silt samples were obtained from the Company's 5,600 ha property over a two month period last year. The samples were processed by ALS Minerals in their Whitehorse and Vancouver labs, using ICP-MS methods. A total of $320,000 has been spent to date. A map of sample locations can be found on the Company's website at www.commanderresources.com.

Geological mapping of the area has identified a significant amount of structural complexity, and identified a number of small intrusive bodies that had not been previously recorded. Further work will shed light on the coincidence of gold values along these structural corridors. A program for 2012 will be planned in the following months.

About the Glenmorangie Property:

The Glenmorangie property is located in the Selwyn Basin of the Yukon and lies at the southern end of the Tombstone gold belt. The formations consist of phyllites, slates and argillite of the Vampire formation, and conglomerates of the Hyland group. Intruding the metasediments are younger Cretaceous aged stocks and plutons. The Little Hyland River Valley is dominated by a major structural feature called the March Fault and bounded to the north by the Dawson Fault, and to the south-west, by the Tintina Fault. Mineralized quartz veins have been found on the Glenmorangie property and could either be associated with faulting events or with an underlying Cretaceous aged intrusion, or both.

The area has seen considerable interest over the last few months, with land acquisitions by several companies. A regional stream geochemistry program carried out by the Yukon Geological Survey, highlighted gold anomalies from several tributaries running into the Little Hyland River. There has been very little exploration for gold in this area, with the focus historically being on tungsten. The North American Tungsten mine is located only 7 km from the Glenmorangie property.

Steve Potts, P. Geo, VP of Exploration is the Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this release.

COMMANDER RESOURCES LTD. is a diversified exploration company that employs project generation and leverage strategies to develop Canadian resources for option, sale or joint venture. By employing this strategic approach Commander plans to systematically enhance shareholder value while managing the risk associated in exploration and development.

On behalf of the Board of Directors,

Eric Norton, President & CEO

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contacts:
Commander Resources Ltd.
Cathy DiVito
Investor Relations
Toll Free: 1-800-667-7866
info@commanderresources.com
www.commanderresources.com

Envoy Strategic Partners
Jay J. Bedard
President
416 977-7778
jay@envoystrategicpartners.com

Source: Commander Resources Ltd.


Commander Identifies Anomalous Gold Zones on Yukon Gold Property Feb 10, 2012 12:24PM

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 10, 2012) - Commander Resources Ltd. (TSX VENTURE: CMD) announces that the field campaign carried out at the Glenmorangie gold property, located in south east Yukon, has identified two anomalous gold zones with values of up to 4.5 g/t gold in grab rock samples and anomalous soil values of up to 106 ppb gold. The first three km long by two km wide zone lies in the northern part of the claims where a significant number of quartz veins have been mapped and which trend in a north westerly direction.

The second zone is to the south, and was identified through mapping and sampling. Again, a north west trending fault system was discovered and along with this, gold was found in soils, with values up to 131 ppb gold. Heavy metal concentrate sampling of silts draining from this area returned 8 grains of gold, the highest number found to date from this method of sampling.

Eric Norton, President of Commander Resources states; "The results from this program are very encouraging. This area continues to attract a lot of attention with the on-going success of Northern Tiger's 3Ace drill program and we feel that the Glenmorangie property has good fundamental geology to justify continued exploration in the area."

Results of the Program:

A total of 1,350 soil samples, 205 rock samples, 20 silt samples and six bulk silt samples were obtained from the Company's 5,600 ha property over a two month period last year. The samples were processed by ALS Minerals in their Whitehorse and Vancouver labs, using ICP-MS methods. A total of $320,000 has been spent to date. A map of sample locations can be found on the Company's website at www.commanderresources.com.

Geological mapping of the area has identified a significant amount of structural complexity, and identified a number of small intrusive bodies that had not been previously recorded. Further work will shed light on the coincidence of gold values along these structural corridors. A program for 2012 will be planned in the following months.

About the Glenmorangie Property:

The Glenmorangie property is located in the Selwyn Basin of the Yukon and lies at the southern end of the Tombstone gold belt. The formations consist of phyllites, slates and argillite of the Vampire formation, and conglomerates of the Hyland group. Intruding the metasediments are younger Cretaceous aged stocks and plutons. The Little Hyland River Valley is dominated by a major structural feature called the March Fault and bounded to the north by the Dawson Fault, and to the south-west, by the Tintina Fault. Mineralized quartz veins have been found on the Glenmorangie property and could either be associated with faulting events or with an underlying Cretaceous aged intrusion, or both.

The area has seen considerable interest over the last few months, with land acquisitions by several companies. A regional stream geochemistry program carried out by the Yukon Geological Survey, highlighted gold anomalies from several tributaries running into the Little Hyland River. There has been very little exploration for gold in this area, with the focus historically being on tungsten. The North American Tungsten mine is located only 7 km from the Glenmorangie property.

Steve Potts, P. Geo, VP of Exploration is the Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this release.

COMMANDER RESOURCES LTD. is a diversified exploration company that employs project generation and leverage strategies to develop Canadian resources for option, sale or joint venture. By employing this strategic approach Commander plans to systematically enhance shareholder value while managing the risk associated in exploration and development.

On behalf of the Board of Directors,

Eric Norton, President & CEO

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

FOR FURTHER INFORMATION PLEASE CONTACT:
        Commander Resources Ltd.
        Cathy DiVito
        Investor Relations
        Toll Free: 1-800-667-7866
        info@commanderresources.com
        www.commanderresources.com

        Envoy Strategic Partners
        Jay J. Bedard
        President
        416 977-7778
        jay@envoystrategicpartners.com

Source: Commander Resources Ltd.


dogsandticks.com Launches New Educational Tools for Pet Owners Feb 10, 2012 12:23PM

WESTBROOK, Maine, Feb. 10, 2012 /PRNewswire/ -- The online authority on ticks and tick-borne illnesses, dogsandticks.com, is now an even greater resource for pet owners. The redesigned website includes new educational tools for pet owners, such as maps showing the incidence of tick diseases across the country, a risk assessment for dogs and information on a wide range of ticks and the diseases they carry. The refreshed site also incorporates several interactive features to engage and inform visitors about tick-borne illness.

(Photo: http://photos.prnewswire.com/prnh/20120210/CG51476)

Pet owners who visit dogsandticks.com can now monitor how common tick-borne diseases are by referencing interactive maps, which are updated weekly with data from across the United States and Canada. State-by-state and county-by-county statistics are also available.

"Ticks in every U.S. state carry disease," says Michael Dryden, DVM, PhD, a veterinary parasitologist at Kansas State University. "The maps at dogsandticks.com help us to track disease transmission and identify areas of the country where populations may be at a higher-than-expected risk."

The website provides a wealth of user-friendly information about ticks and tick-borne disease, including important prevention tips. It also clears up some related myths, such as the proper way to remove a tick.

"The revamped dogsandticks.com is a fun, interactive way for pet owners to stay informed about how best to protect their dogs from the dangers of ticks," says Melissa Beall, DVM, PhD, IDEXX Medical Affairs Manager. "We're pleased that our new site educates people about ticks and helps to raise awareness of the diseases they carry. Understanding the risks is key to preventing tick-borne illnesses."

The site also features a risk assessment for dogs based on the parasite prevention guidelines developed by the nonprofit Companion Animal Parasite Council (CAPC). Pet owners can fill out a simple form to determine their pets' risk of contracting multiple tick-borne illnesses. The risk assessment results generate health tips that help raise pet owners' vigilance in protecting their dogs from parasites and start related conversations with their veterinarians.

"We are proud supporters of the CAPC, because we share the common goal of partnering with veterinarians to educate pet owners about diagnostic screening and disease prevention," says Beall.

In addition to the educational elements, the new dogsandticks.com encourages visitors to interact with the site. They can play a video game, where the objective is to stay alive by avoiding attacking ticks. Pet owners may also upload photos of people or pets to be morphed onto the illustrated body of a dog for a fun experience to share with friends and coworkers.

IDEXX Laboratories created dogsandticks.com as a resource for pet owners. The veterinarians and veterinary parasitologists who support and develop content for dogsandticks.com are committed to educating pet owners about the prevalence and risks of tick-borne diseases. The website does not endorse any individual product but serves as an informational source with tools that include interactive prevalence maps for tick-borne diseases based on nationwide diagnostic screenings.

SOURCE DogsAndTicks.com


Voce Capital Sends Letter to Obagi Medical Products Board of Directors Feb 10, 2012 12:23PM

Investor criticizes recent adoption of poison pill and demands immediate action to rectify governance deficiencies and to evaluate strategic alternatives

SAN FRANCISCO--(BUSINESS WIRE)-- Voce Capital Management LLC (“Voce”) announced today that it has sent a letter to the Board of Directors of Obagi Medical Products, Inc. (“Obagi”) (Nasdaq: OMPI) criticizing the Board’s recent adoption of a poison pill and demanding immediate action to address corporate governance deficiencies and to evaluate strategic alternatives.

Voce’s letter states that it believes Obagi has spurned recent overtures to acquire the Company, and further cites pervasive corporate governance deficiencies that explain the Board’s unwillingness to consider those proposals. Voce also expresses concern over the Board’s recent decision to adopt a poison pill, citing it as further evidence of the Board’s entrenchment.

In the letter to the Board, Voce’s Managing Partner, J. Daniel Plants, said “We have grown increasingly concerned by the Company’s lack of progress in broadening its product portfolio and expanding its reach. In our view Obagi would be much more valuable in the hands of a larger and more skilled operator, and indeed we believe that interested strategic parties have approached the Company only to be consistently rebuffed by a Board unwilling to even entertain discussion of an acquisition proposal.”

Mr. Plants went on to state in the letter:

“To date, we have enjoyed regular and candid dialog with Obagi and have refrained from publicly questioning or criticizing its leadership. However, we believe the Company’s deficient corporate governance is a key contributor to its refusal to consider acquisition offers it has received and explains the actions the Board has taken to entrench itself. While we would have preferred to continue these discussions in private, the Board’s decision to adopt a poison pill – two days before Christmas and in sight of the notice deadline for shareholder actions at the annual meeting – leads us to conclude that the Board’s interests have become so misaligned with those of the Obagi shareholders that public disclosure of these matters is not only warranted but required.”

Voce’s letter also questions the Obagi Board’s independence, particularly the undue influence of Stonington Partners and the absence of meaningful stock ownership by directors. “The Board appears to be preeminently interested in its self-perpetuation and the maintenance of its insular and clubby nature.”

Specifically, Voce calls upon the Board of Obagi to immediately:

  • commence a review of the Company’s strategic alternatives, including good faith consideration of the strong strategic interest in acquiring the Company;
  • overhaul the Obagi Board, including the removal of Directors Fitzgibbons and Bartholdson and their replacement with proper independent shareholder representation; and
  • commit that it will put the poison pill to a vote at the 2012 annual meeting, and that it will not adopt another poison pill or any other anti-takeover device should the shareholders not ratify the pill at that time.

About Voce Capital Management

Voce Capital Management LLC is an employee-owned investment manager and the adviser to Voce Catalyst Partners LP (the “Fund”). The Fund is a long/short equity investment partnership which invests in small capitalization companies.

The full text of Voce’s letter follows.

February 10, 2012

Members of the Board of DirectorsObagi Medical Products, Inc.3760 Kilroy Airport Way, Suite 500Long Beach, CA 90806

Attention: Corporate Secretary

Gentlemen:

Voce Capital Management LLC (“VCM”) is the investment advisor to Voce Catalyst Partners LP (“VCP” and, together with VCM, “Voce”). VCP has been a shareholder of Obagi Medical Products, Inc. (“Obagi” or the “Company”) continuously since June 2, 2011. We write in response to the decision by the Obagi Board of Directors (the “Board”) on December 23, 2011 to adopt a “Preferred Share Purchase Rights Plan”, more commonly known as a “poison pill”.

We have grown increasingly concerned by the Company’s lack of progress in broadening its product portfolio and expanding its reach. In our view Obagi would be much more valuable in the hands of a larger and more skilled operator, and indeed we believe that interested strategic parties have approached the Company only to be consistently rebuffed by a Board unwilling to even entertain discussion of an acquisition proposal.

To date, we have enjoyed regular and candid dialog with Obagi and have refrained from publicly questioning or criticizing its leadership. However, we believe the Company’s deficient corporate governance is a key contributor to its refusal to consider acquisition offers it has received and explains the actions the Board has taken to entrench itself. While we would have preferred to continue these discussions in private, the Board’s decision to adopt a poison pill – two days before Christmas and in sight of the notice deadline for shareholder actions at the annual meeting – leads us to conclude that the Board’s interests have become so misaligned with those of the Obagi shareholders that public disclosure of these matters is not only warranted but required.

* * *

Since its founding in 1988, Obagi has built a distinctive franchise. Its flagship Nu-derm® product line is universally acclaimed, and the Obagi brand commands loyalty from consumers and doctors alike. Obagi has an extremely valuable physician distribution network and a recurring revenue stream with no reimbursement risk. As a result, Obagi enjoys premium margins and cash flows.

Obagi has not, however, been able to grow beyond its original success with meaningful new products, nor has it adequately monetized its distribution platform. Despite repeated attempts, it has stumbled in efforts to develop new applications and treatments. After years of discussion about potential international opportunities, non-US revenues still comprise only about 16% of the Company’s net sales. And we’ve seen little traction in terms of in-licensing or acquiring complementary products that could be sold through Obagi’s network.

Obagi has not posted double digit revenue growth since 2007, and it is expected to grow only 2% for 2011. While not an abject failure, these results are hardly cause for celebration given all of the time and capital that has been invested in trying to grow the Company. We believe the investment community broadly shares these concerns.

There is no sign that the appointment of Mr. Hummel as CEO has changed any of this. Perhaps owing to his experience as a “big pharma” executive, Mr. Hummel initially talked about rejuvenating the Company’s research pipeline. On the last quarterly call, however, he shifted the Company’s strategic focus to a new plan to launch a nationwide internet pharmacy. This latest idea was short on details and presumably would be expensive, complex and time consuming to implement.

And yet Obagi’s key strengths – its core product line, brand equity, unique distribution and sound business model – are undoubtedly attractive to strategic acquirers which are better positioned to monetize these assets. We believe Obagi would field significant strategic interest from potential buyers in the following industries: pharmaceutical (aesthetic, specialty and integrated categories alike); aesthetic energy (lasers); beauty and cosmetics; and health and wellness. Many of these players are much larger than Obagi and would pay a significant premium to control this unique property. Moreover, while the strategic rationales differ by category and by individual acquirer, there are significant cost and revenue synergy opportunities. Based on our analysis a purchase price well in excess of Obagi’s 52-week high is not only achievable but is the likely outcome in the event of a transaction.

Indeed, we believe that potential acquirers have recently approached Obagi only to be rebuffed by the Company. In our view, the Board’s fiduciary duties require it to consider in good faith any serious interest in acquiring the Company, and it appears that the Board has abdicated its responsibility here. The Board is so adamantly opposed to a sale that it apparently ousted the previous CEO (Mr. Hummel’s predecessor) over his advocacy of a sale of the Company.

We believe the only credible alternative for the Board at this juncture is to undertake a legitimate review of the Company’s strategic alternatives, with the advice of reputable legal and financial advisors. If the Board truly believes that its own strategic plans will create the highest value for shareholders then those plans can be evaluated and quantified and compared against the results of a thorough process. A competitive process will also likely elicit more and better offers than those received to date, as some parties (particularly larger acquirers) will only invest the time in a potential transaction if it appears that a deal is a legitimate possibility.

* * *

We are also compelled to take issue with the lax corporate governance at Obagi. How can a company that derives the overwhelming majority of its revenues selling pharmaceutical products to women through the physician channel not have a single female or doctor on its Board? Or at least someone with executive experience in beauty or cosmetics? Moreover, while the Company touts its efforts to cultivate a trendier image through viral marketing and social media, and talks of its plans to broaden its appeal to younger consumers, the average age of the men on the Board is over 60 years old.

The Board’s hiring of Mr. Hummel as CEO – himself a director at the time of his appointment – is also troubling. Mr. Hummel is concurrently the chief executive of another company, Cobrek Pharmaceuticals, Inc. (“Cobrek”), based in suburban Chicago. How can the CEO of a public company also be the CEO of another company in another city at the same time? Moreover, since Mr. Hummel has taken over as CEO of Obagi the Company has begun making payments to Cobrek for unspecified “consulting” services. While the Company has previously responded to us that these matters have all been disclosed in public filings, their disclosure does not clear their unseemly air let alone make them appropriate actions for a publicly-traded corporation.

But the most glaring governance deficiency is that the management and Board of Obagi own almost none of its common stock. Collectively, the six members of the Board (including Mr. Hummel) own less than 1% of the Company’s common stock. To our knowledge, none of the directors have ever purchased a single share of Obagi stock in the open market, including when it touched multi-year lows in 2009 and including when the Board thought the stock was a compelling enough value that it authorized the Company to repurchase shares.

This lack of alignment with shareholder interests is succinctly illustrated by the continued Board membership of Messrs. Fitzgibbons and Bartholdson. These gentlemen are both executives of Stonington Partners (“Stonington”), a leveraged buyout firm. They, along with Mr. Hummel, obtained their Board seats after the acquisition of Obagi by Stonington but prior to its IPO. While it is not uncommon for a financial sponsor to retain board representation following an IPO if it continues to hold a significant ownership position, Stonington sold all of its remaining Obagi shares (primarily back to the Company) in 2010. To permit these gentlemen to retain their seats after the disposition of all but a token amount of their ownership suggests that their actions are primarily motivated by a desire to retain the prestige and perquisites of sitting on a public Board.

In addition to the direct connection between Messrs. Fitzgibbons and Bartholdson – who remain business partners at Stonington and have worked together for many years – the Stonington reach in this boardroom extends even further. All of the “independent” Obagi directors have sat together on the boards of other Stonington portfolio companies. Messrs. Fitzgibbons, Badie and Grant all served together on the board of Merisel Inc., a Stonington investment. Messrs. Fitzgibbons and Duerden were members of the Dictaphone board, another Stonington portfolio company, where Mr. Duerden also served as the CEO – effectively making him a Stonington employee at the time. This same group of “independent” directors constituted Obagi’s Board at the time Obagi repurchased Stonington’s shares in 2010.

Far from being an academic exercise in good corporate housekeeping, these governance failures are at the heart of what precludes serious consideration of the Company’s strategic alternatives. Quite simply, the Board appears to be preeminently interested in its self-perpetuation and the maintenance of its insular and clubby nature. This misalignment has prevented a frank assessment of the likelihood that the Company’s best option to create shareholder value is to sell itself to a larger and more skilled operator. We believe this explains the Board’s hostility to any proposals to acquire Obagi and its ongoing efforts to entrench itself through actions such as appointing one of its own in Mr. Hummel as CEO and the adoption of a poison pill.

Unfortunately, this list of Obagi’s governance deficiencies is not exhaustive. While there are many other steps the Board should take to strengthen itself, at a minimum we call upon the Obagi Board to immediately remove Messrs. Fitzgibbons and Bartholdson and replace them with independent directors whose ownership of common stock in the Company aligns their interests with the broader Obagi shareholder base.

* * *

Finally, we return to what prompted this letter. While the preceding list of operating and governance issues had concerned us, the Company’s recent adoption of a poison pill left us with no choice but to come forward. The decision by this Board – with its rank governance failures and misplaced priorities – at this time, while it apparently refuses to even consider offers that might create meaningful shareholder value – is unacceptable.

It also bears repeating that Company decided to implement the Obagi poison pill on December 23 – while the majority of the investing world and press were already home for the holidays. It did not issue a press release nor reflect it on the investor relations page of its website. It chose to mail notice of this action to its shareholders on January 10, 2012 – just a short time before the deadline for the submission of shareholder proposals and nomination of director candidates for the 2012 annual meeting.

It is clear from the circumstances surrounding the enactment of the Obagi poison pill that it is not, as Mr. Hummel claimed in his transmittal letter to shareholders, designed to “guard against abusive tactics to gain control of the Company” nor to prevent “unfair treatment by an acquirer”. Likewise, it is disingenuous for Mr. Hummel to defend the poison pill as “intended to encourage anyone seeking to control or acquire the Company to negotiate with the Board”, when we believe the Board steadfastly refuses to engage in such negotiations with anyone who approaches it and has spurned all such overtures. In this context, the adoption of the poison pill appears to be a desperate move by the Board to send a signal that Obagi is not for sale at any price and to stifle further acquisition interest.

We call upon the Board to commit irrevocably to bring the poison pill to a shareholder vote at the 2012 annual shareholders’ meeting, and further commit not to adopt another poison pill nor institute any other anti-take-over devices if the shareholders do not ratify the poison pill at that time.

* * *

As stated at the outset, Voce’s bias would have been to continue expressing our concerns to Obagi outside of public view. However, the Board’s decision to institute a poison pill at this time and in this manner has convinced us that a public airing of these serious issues is necessary. Furthermore, while we invite the Board’s response to what we have written and would welcome the opportunity to meet to amplify our concerns, our objective is to see that the three demands set forth herein are immediately met.

To repeat, we call for:

  • the commencement of a review of the Company’s strategic alternatives, including good faith consideration of what we believe to be strong strategic interest in acquiring the Company;
  • the complete overhaul of the Obagi Board, including the immediate removal of Messrs. Fitzgibbons and Bartholdson and their replacement with proper independent shareholder representation; and
  • the Board’s irrevocable commitment that it will put the poison pill to a vote at the 2012 annual meeting, and that it will adopt another poison pill or any other anti-takeover device should the shareholders not ratify the pill at that time.

If these actions are not taken, we reserve the right to take any and all steps that we believe will unlock value for Obagi’s shareholders.

Respectfully yours,

VOCE CAPITAL MANAGEMENT LLC

By: /s/ J. Daniel Plants

J. Daniel PlantsManaging Partner

Voce Capital Management LLCJ. Daniel Plants, 415-489-2601Managing Partner

Source: Voce Capital Management LLC


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Feb 10, 2012 12:00PM AAOS Focuses on Disaster Responders, both Yesterday's and Tomorrow's
Feb 10, 2012 12:00PM Safeway Announces New Sustainable Sourcing Practice for Tuna
Feb 10, 2012 12:00PM Two Philadelphia Area Athletes Selected to Play in 2012 McDonald's All American® Basketball Games in Chicago
Feb 10, 2012 11:59AM A.B.I. Strategies Inc.: News Release under the Early Warning System
Feb 10, 2012 12:00PM Net-Zero Energy Option Now Available at KB Home in Houston
Feb 10, 2012 12:00PM ConocoPhillips Announces Quarterly Dividend
Feb 10, 2012 12:00PM National PTA Radio Back by Popular Demand
Feb 10, 2012 12:00PM Accuride to Webcast Presentation at BB&T Capital Markets 27th Annual Transportation Services Conference
Feb 10, 2012 12:00PM Medtronic to Announce Financial Results for Its Third Quarter of Fiscal Year 2012
Feb 10, 2012 12:00PM enXco Service Corp. Signs O&M Agreement With Wisconsin Public Service Corporation
Feb 10, 2012 11:58AM Quebec Association of Emergency Physicians Provides PEPID to All Members
Feb 10, 2012 11:58AM Landmark Properties, Harrison Street Expand Portfolio
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