Highlights the Board’s Latest Attempt to Shift
Attention Away from its Own Governance Failures and Entrenchment
Maneuvers
Makes Clear that Daktronics’ Offers Were at a
Discount to Fair Market Value – Contrary to the Company’s
Claims
Alta Fox Capital Management, LLC (together with its affiliates,
“Alta Fox” or “we”), the largest shareholder of Daktronics, Inc.
(NASDAQ: DAKT) (“Daktronics” or the “Company”) based on its
beneficial ownership interest on a fully converted basis of 11.7%
of the Company’s outstanding shares, today issued the following
statement correcting misleading claims from Daktronics regarding
Alta Fox’s equity stake.
The Company’s recent statement regarding Alta Fox’s convertible
note is nothing more than a desperate attempt to shift attention
away from its own failures. This is a Board that appears to be
doing everything in its power to cling to control at the expense of
shareholders.
Alta Fox remains convinced that Daktronics is meaningfully
undervalued – as evidenced by our significant investment in the
Company. Instead of investing alongside shareholders, the Board and
management team have been net sellers and collectively own less
than 2.5% of the Company, a stark contrast to Alta Fox’s conviction
in the business.
At the Company’s request, we previously entered into
negotiations regarding the potential retirement of our convertible
promissory note. We never entertained the idea of selling our
entire economic stake in Daktronics. Instead, we were open to a
reasonable compromise that would have retired a portion of our
stake in exchange for immediate and substantive governance reforms
to improve the Board’s oversight and alignment with shareholders.
At no point during these talks did Daktronics offer fair market
value for our shares, nor did it propose any meaningful governance
enhancements. When we rejected the Company’s offers as
insufficient, the Board called a Special Meeting of Shareholders to
reincorporate in Delaware and eliminate cumulative voting – a
brazen attempt to diminish Alta Fox’s voice and something it had
threatened to do during our negotiations.
Daktronics’ version of events is not only incorrect – it is
also nonsensical. The Board is attempting to convince
shareholders that we do not believe in the Company’s upside even
though we are its largest shareholder and have been net buyers of
its shares since investing in 2022. The Company is also insinuating
that we were desperately seeking liquidity, ignoring the
inconvenient fact that negotiations about repurchasing our holdings
were initiated at the Board's request. At the same time, the Board
is alleging that we rejected a fair offer to retire our convertible
note. These statements contradict each other, revealing the
Company’s latest attempt to mislead shareholders.
The Board’s lack of financial sophistication and basic
understanding of the conversion value of our note was apparent
during our negotiations. If we truly desired liquidity, we could
have sold any amount of stock at a material gain over the last
two-plus years. Instead, we have held our stake because of our
belief that Daktronics still trades at a discount to its intrinsic
value – a trading gap that we believe is caused by the Board’s
worst-in-class governance and mismanagement of the Company.
We believe there was a path to a win-win-win solution in which
the Board would have been meaningfully strengthened, the Company
could have used excess cash to avoid diluting shareholders and Alta
Fox would have sacrificed some future upside in exchange for
much-needed immediate governance improvements. Instead, the Board
adopted an irrational bad faith negotiating position by demanding
that Alta Fox accept a discount to the market value of our
convertible promissory note. Now, the Board has resorted to
attacking its largest investor – even as a growing chorus of other
shareholders express their disapproval of its worst-in-class
governance practices.
We urge our fellow shareholders to ignore Daktronics’ blatant
attempts to distract from the real issues: long-term
underperformance, poor governance and a leadership team solely
focused on self-preservation. In our view, the incumbent Board
cannot be trusted to act in shareholders’ best interests based on
its lengthy history of rejecting governance best practices and its
most recent attempt to stifle shareholder rights. Alta Fox looks
forward to providing investors the opportunity to block the Board’s
latest anti-shareholder maneuver at the upcoming Special
Meeting.
***
Alta Fox encourages Daktronics stakeholders to
visit www.FixDaktronics.com to review our presentation exposing how
poor governance and a private family business mentality have driven
massive underperformance for shareholders.
About Alta Fox
Founded in 2018 by Connor Haley, Alta Fox is a Texas-based
alternative asset management firm that employs a long-term focused
investment strategy to pursue exceptional risk-adjusted returns for
a diverse group of institutions and qualified individual clients.
Alta Fox focuses on identifying often overlooked and
under-the-radar opportunities across asset classes, market
capitalization ranges and sectors. Learn more by visiting
www.AltaFoxCapital.com.
Certain Information Concerning the
Participants
Alta Fox Opportunities Fund, LP (“Alta Fox Opportunities”),
together with the other participants named herein (collectively,
“Alta Fox”), has filed a preliminary proxy statement and an
accompanying BLUE proxy card with the Securities and Exchange
Commission (“SEC”) and intends to solicit votes in connection with
their opposition to proposals to be presented at a special meeting
of shareholders of Daktronics, Inc., a South Dakota corporation
(the “Company”).
ALTA FOX STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING ITS
BLUE PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR.
The participants in the proxy solicitation are expected to be
Alta Fox Opportunities, Alta Fox GenPar, LP (“Alta Fox GP”), Alta
Fox Equity, LLC (“Alta Fox LLC”), Alta Fox Capital Management, LLC
(“Alta Fox Capital”) and P. Connor Haley (collectively, the
“Participants”).
As of the date hereof, Alta Fox Opportunities directly
beneficially owns 5,933,019 shares of Common Stock, no par value
(the “Common Stock”), of the Company. Alta Fox Capital, as the
investment manager of Alta Fox Opportunities, may be deemed to
beneficially own the 5,933,019 shares of Common Stock beneficially
owned by Alta Fox Opportunities. Alta Fox GP, as the general
partner of Alta Fox Opportunities, may be deemed to beneficially
own the 5,933,019 shares of Common Stock beneficially owned by Alta
Fox Opportunities. Alta Fox LLC, as the general partner of Alta Fox
GP, may be deemed to beneficially own the 5,933,019 shares of
Common Stock beneficially owned by Alta Fox Opportunities. Mr.
Haley, as the sole owner, member and manager of each of Alta Fox
Capital and Alta Fox LLC, may be deemed to beneficially own the
5,933,019 shares of Common Stock beneficially owned by Alta Fox
Opportunities.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains “forward-looking statements.”
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as “may,” “will,”
“expects,” “intends,” “believes,” “anticipates,” “plans,”
“estimates,” “projects,” “potential,” “targets,” “forecasts,”
“seeks,” “could,” “should” or the negative of such terms or other
variations on such terms or comparable terminology. Similarly,
statements that describe our objectives, plans or goals are
forward-looking. Forward-looking statements relate to future events
or future performance and involve known and unknown risks,
uncertainties, and other factors that may cause actual results,
levels of activity, performance or achievements or those of the
industry to be materially different from those expressed or implied
by any forward-looking statements. Daktronics, Inc., a South Dakota
corporation, has also identified additional risks relating to its
business in its public filings with the Securities and Exchange
Commission (the “SEC”). Alta Fox Capital Management, LLC (together
with its affiliates, “Alta Fox”), has based these forward-looking
statements on current expectations, assumptions, estimates,
beliefs, and projections. While Alta Fox believes these
expectations, assumptions, estimates, and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of
which involve factors or circumstances that are beyond Alta Fox’s
control. There can be no assurance that any idea or assumption
herein is, or will be proven, correct. If one or more of the risks
or uncertainties materialize, or if the underlying assumptions of
Alta Fox described herein prove to be incorrect, the actual results
may vary materially from outcomes indicated by these statements.
Accordingly, forward-looking statements should not be regarded as a
representation by Alta Fox that the future plans, estimates or
expectations contemplated will ever be achieved. You should not
rely upon forward-looking statements as a prediction of actual
results and actual results may vary materially from what is
expressed in or indicated by the forward-looking statements. Except
to the extent required by applicable law, Alta Fox will not
undertake and specifically declines any obligation to disclose the
results of any revisions that may be made to any projected results
or forward-looking statements herein to reflect events or
circumstances after the date of such projected results or
statements or to reflect the occurrence of anticipated or
unanticipated events.
Certain statements and information included herein have been
sourced from third parties. Alta Fox does not make any
representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may be
expressly set forth herein, permission to cite such statements or
information has neither been sought nor obtained from such third
parties. Any such statements or information should not be viewed as
an indication of support from such third parties for the views
expressed herein.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250206842746/en/
For Shareholders: Alta Fox Investor Relations
ir@altafoxcapital.com or Okapi Partners Bruce Goldfarb / Chuck
Garske, 212-297-0720 info@okapipartners.com For Media: Longacre
Square Partners Kate Sylvester / Bela Kirpalani, 646-386-0091
altafox@longacresquare.com
Daktronics (NASDAQ:DAKT)
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Daktronics (NASDAQ:DAKT)
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