LOS ANGELES, Aug. 11, 2016 /PRNewswire/ -- Alex Meruelo,
the largest beneficial shareholder of Sizmek Inc. (NASDAQ:SZMK)
("Company" or "Sizmek"), stated today that he is in strong
opposition to the sale of Sizmek to an affiliate of Vector Capital
("Vector") announced Wednesday August
3, 2016. Alex Meruelo,
together with Meruelo Investment Partners LLC and Alex Meruelo
Living Trust (collectively the "Meruelo Parties") beneficially own
approx. 13.8% of the Company's outstanding shares of Common
Stock.
As disclosed in the Meruelo Parties' Schedule 13D/A filed on
August 4, 2016, Mr. Meruelo wrote to
the Company's Board of Directors to express strong opposition to
the Vector Capital transaction, and to inform them that he would
not be tendering shares in the transaction.
The Meruelo Parties do not believe that the Vector transaction
maximizes value for all shareholders. Among other things, the
Meruelo Parties believe the transaction does not fully reflect the
strategic value of Sizmek's position as a foundational asset within
the advertising technology sector and, furthermore, does not
account for the Company's most recent earnings outperformance.
The Meruelo Parties not only oppose the transaction, but also
strongly encourage other shareholders to oppose the transaction and
accordingly to inform the Company and its Board of Directors that
they will NOT be tendering their shares in the first step tender
offer to be launched by an affiliate of Vector Capital.
The Meruelo Parties believe that Sizmek shareholders deserve
better than what the Vector transaction would deliver and are
optimistic that, given the substantial size of the Meruelo Parties'
share position and with opposition from other holders, the
announced Vector Capital transaction will not succeed.
About the Meruelo Parties
Meruelo Investment Partners LLC acts as an investment adviser or
manager to other persons and accounts and may be deemed to
beneficially own securities owned or held by or for the account or
benefit of such persons and accounts. The principal business of
Meruelo Investment Partners is serving as an investment adviser or
manager to other persons and accounts.
Alex Meruelo is the trustee of
Alex Meruelo Living Trust and Managing Member of Meruelo Investment
Partners LLC and may be deemed to control, and beneficially own
securities owned or held by Meruelo Investment Partners LLC. The
present principal occupation of Mr. Meruelo is serving as the
principal of the Meruelo Group. Meruelo Group is a privately-held
management company serving a diversified portfolio of affiliated
entities with interests in banking and financial services, food
services (manufacturing, distribution, and restaurant operations),
construction and engineering, hospitality and gaming, real estate
management and development, media (television and radio), and
public and private equity investing.
About the Upcoming Tender Offer
The tender offer referred to in this press release will be made
pursuant to a tender offer statement on Schedule TO, including an
offer to purchase, a letter of transmittal and other related
materials that affiliates of Vector Capital intend to file with the
SEC. In addition, the Company is required to file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. Once filed, investors will be able to
obtain the tender offer statement on Schedule TO, the offer to
purchase, the solicitation/recommendation statement of the Company
on Schedule 14D-9 and related materials with respect to the tender
offer and the second step merger free of charge at the website of
the SEC at www.sec.gov, and from the information agent named in the
tender offer materials. Investors may also obtain, at no charge,
any such documents filed with or furnished to the SEC by the
Company under the investor relations section of the Company's
website, www.sizmek.com.
The solicitation/recommendation statement of the Meruelo Parties
on Schedule 14D-9 with respect to the tender offer referred to in
this press release can be obtained by investors under the Company's
filings at www.sec.gov.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE FOREGOING
DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY AND ANY
AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE
TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY
AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO
WHETHER TO TENDER THEIR SHARES PURSUANT TO THE TENDER OFFER BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND
CONDITIONS OF THE TENDER OFFER.
About any Possible Proxy Solicitation
Although the Meruelo Parties are not currently soliciting
proxies for any annual or special meeting of stockholders of the
Company, the Meruelo Parties reserve the right to do so. If the
Meruelo Parties elect to solicit proxies in the future, the Meruelo
Parties will file a proxy statement and other soliciting materials
with the SEC and advise security holders to read the materials
(when they become available) because they will contain important
information. Stockholders will be able to obtain any such materials
(when they become available) for free at the SEC's web site at
http://www.sec.gov or from us using the contact information
provided herein or in such materials.
Forward-Looking Statements
Statements included in this press release that are not a
description of historical facts are forward-looking statements.
Words or phrases such as "believe," "may," "could," "can," "will,"
"anticipate," "intend," "seek," "plan," "expect," "should," "would"
or similar expressions are intended to identify forward-looking
statements, and are based on the Meruelo Parties' current beliefs
and expectations. These forward-looking statements include, without
limitation, statements regarding the launch and/or completion of
the Vector offer. Actual events may differ from current
expectations due to various risks and uncertainties, including
risks related to the Company and other parties, circumstances and
conditions we cannot control or predict. Any such variances
may cause the Meruelo Parties to change our plans or
intentions.
CONTACT:
Joe Marchica
Meruelo Investment Partners LLC
9550 Firestone Blvd., Suite 105
Downey, California 90241
(562) 745-2307
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SOURCE Meruelo Investment Partners