BOSTON, May 25 /PRNewswire/ -- Great Hill Equity Partners
IV, L.P. and certain of its affiliates ("Great Hill") today
commenced formal mailing of definitive materials, including a
WHITE consent card, to the stockholders of Vitacost.com,
Inc. (Nasdaq: VITC) ("Vitacost" or the "Company") urging
shareholders to reconstitute the Vitacost board by electing Great
Hill's four nominees. Great Hill is Vitacost's largest
shareholder.
Great Hill said that it believes there has been significant
erosion in stockholder value since the Company's initial public
offering, and that a primary reason for the Company's poor
performance is a Board comprised of directors with little, if any,
public company or Internet, eCommerce or direct marketing
experience. In this regard, Great Hill believes that its
prior discussions with Vitacost's Board have not been productive
and that time is of the essence.
Great Hill believes that its nominees, Christopher S. Gaffney, Mark A. Jung, Michael A.
Kumin and Jeffrey M. Stibel,
have the experience necessary to help the Company grow and build
value, possessing over 60 years of combined experience in the
Internet, eCommerce and direct marketing industries and significant
executive and board level public company experience. Great
Hill is confident that the experience of its nominees would provide
tremendous value in addressing the performance issues facing the
Company.
To help effect a Vitacost turnaround, Great Hill is asking
shareholders to consent to its three proposals:
- Proposal 1: Amend Vitacost's bylaws to allow stockholders to
fill board vacancies
- Proposal 2: Remove four current directors – Eran Ezra, Stewart L.
Gitler, David N. Ilfeld and
Lawrence A. Pabst
- Proposal 3: Elect Great Hill's four nominees
In order for its proposals to be approved, Great Hill will need
to deliver to Vitacost valid consents for the proposals
representing a majority of all outstanding shares as of the
June 2, 2010 record date. Great
Hill intends to deliver consents to Vitacost as promptly as
practicable after the record date upon receipt of the requisite
number of valid consents.
The full text of Great Hill's letter to the stockholders of
Vitacost follows:
May 25, 2010
Dear Fellow Stockholder:
Great Hill Equity Partners IV, L.P. and certain of its
affiliates ("Great Hill") are soliciting written consents from the
stockholders of Vitacost.com, Inc. ("Vitacost") to reconstitute the
Vitacost board by electing Great Hill's four, highly qualified
nominees. We are an investment firm managing over
$2.7 billion in capital, focused on
investing in growth companies operating in the media and Internet,
consumer and business services, logistics, transaction processing
and software industries. We currently own 19.7% of Vitacost's
outstanding common stock.
As major stockholders, we have commenced this consent
solicitation because we believe that time is of the essence to stem
the significant erosion in stockholder value that has occurred
since Vitacost's initial public offering. We believe that a
primary reason for this poor performance is because Vitacost's
board is comprised of directors with little, if any, public company
or Internet, eCommerce or direct marketing experience.
To Help Effect a Turnaround, We Are Asking You to Consent to
Our Three Proposals
- Proposal 1: Amend Vitacost's bylaws to allow stockholders to
fill board vacancies
- Proposal 2: Remove four current directors – Eran Ezra, Stewart L.
Gitler, David N. Ilfeld and
Lawrence A. Pabst
- Proposal 3: Elect Great Hill's four nominees
We need your support to effect
these changes. Please sign, date and return the enclosed
WHITE consent card to cast your vote in favor of putting in place
new directors at Vitacost.
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We believe that our nominees, Christopher S. Gaffney, Mark A. Jung, Michael A.
Kumin and Jeffrey M. Stibel,
have the experience necessary to help Vitacost grow and build
stockholder value. Together they possess over 60 years of
combined experience in the Internet, eCommerce and direct marketing
industries, as well as significant experience as directors and
executives in numerous public and private companies. We are
confident that our nominees would provide tremendous value in
addressing the troubling performance issues facing Vitacost today,
including manufacturing and logistical mistakes, turnover in key
management positions, poor board-level governance, and two earnings
misses in the past twelve months – all leading to serious
stockholder value erosion.
Our Nominees will Seek to Enhance Management Oversight, Board
Effectiveness and Corporate Governance at Vitacost in Order to
Enhance Operational Performance and Stockholder Value
Consider the qualifications and experience of our four
nominees:
- Mr. Gaffney has over 20 years of experience as an investor in
high growth companies, with a particular emphasis on the media,
Internet, and consumer and business services sectors. Mr. Gaffney
currently serves on the board of directors of LECG Corporation, a
publicly-traded provider of professional services, and in the past
has served on the boards of directors of numerous public and
private companies, including BuscaPe.com, Inc., a leading eCommerce
platform in Latin America
("BuscaPe.com"); and IGN Entertainment, Inc., a community-based
Internet media and commerce company ("IGN").
- Mr. Jung has been involved with Internet and technology
companies for over 20 years. He is the former Chief Executive
Officer of IGN, a leading Internet and media services provider that
was acquired by News Corporation. Until recently, he was the Chief
Executive Officer of VUDU, Inc., a provider of interactive TV
services that was acquired by Wal-Mart Stores, Inc. He currently
serves on the board of directors of 3PAR Inc., a publicly-traded
provider of data storage systems, and previously served on the
board of directors of Limelight Networks, Inc., a publicly-traded
provider of high-performance content delivery network
services.
- Mr. Kumin has nearly 15 years of experience as an executive and
investor in public and private companies, with a particular
emphasis on companies in the media, Internet, and consumer and
business services sectors. He currently serves on the board of
directors of Spark Networks, Inc., a publicly-traded provider of
subscription-based online personals, and in the past has served on
the boards of directors of numerous private companies, including
BuscaPe.com and IGN.
- Mr. Stibel has been involved with Internet and eCommerce
companies for over 14 years, including serving as a senior
executive at several publicly-traded companies in the Internet
space, such as Web.com Group, Inc. and United Online, Inc. He
currently serves on the board of directors of Autobytel Inc., and
previously served on the boards of directors of Web.com Group, Inc.
and its predecessors, all of which were publiclytraded providers of
website building tools, online marketing, lead generation,
eCommerce and technology solutions.
Why Vitacost Needs Better Strategic Oversight by a Highly
Qualified Board
Vitacost has over-promised and under-delivered:
- Communicated a "growth strategy" prior to its IPO and then
subsequently issued revenue guidance for Q4 2009 that implied flat
quarter-over-quarter growth
- Raised outlook for Q1 2010 and then dramatically reduced
outlook only 2 months later
Vitacost has underperformed since going public:
- Manufacturing problem in Q1 2010 during Vitacost's seasonally
strongest quarter and only months after the IPO
- Inability to manage shipping logistics/costs (split-shipping
items to customers)
- Significantly higher incidences of back-order volume versus
historical norms
- Mix shift away from high-margin proprietary products to
third-party branded products
There has been high turnover and underperformance in mission
critical functions:
- Eigerwand Bjornstad, Vice President of Manufacturing, resigned
in December 2009; Vitacost announced
the hiring of John Young as Director
of Manufacturing on January 5, 2010,
only to terminate his employment shortly thereafter
- No replacement for this key manufacturing position has been
found to date; Vitacost's CEO, who has no manufacturing experience,
is now directly responsible for its vital manufacturing
operations
Board-level governance to date has been poor:
- Current board of directors lacks any relevant prior public
company director experience and, other than at Vitacost, has no
direct experience operating Internet, eCommerce or direct marketing
businesses
- Board approved the adoption of a poison pill on March 24, 2010 without seeking stockholder
approval and will not submit the poison pill for stockholder
approval until 2012 at the earliest, if at all
This is a critical year for
Vitacost. It is in the middle of a plan to expand and further
automate distribution, expand SKUs significantly, and bring more
proprietary production in-house. Vitacost needs an
experienced board of directors capable of helping management
execute on its strategic and operational plans.
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Great Hill's Nominees Have a Sound Approach to Overseeing
Value Creation
Our nominees will help ensure that Vitacost's growth and
expansion plans are effectively implemented by management
- Further automate distribution centers
- Manufacture a higher proportion of products in-house
- Integrate ERP system with existing software infrastructure
- Identify new key leadership to manage the critical
manufacturing function
- Maintain existing customer relationships and optimize new
customer acquisition through targeted direct marketing
campaigns
Leveraging their expertise, our nominees will provide
management with appropriate Boardlevel input
- Highly relevant experience operating, managing and advising
private and publicly-traded eCommerce, direct marketing, search
advertising, online advertising and branded consumer retail
businesses
- Strong track records of building strategic assets through
organic initiatives and accretive acquisitions, driving improved
operating performance, both in terms of revenue growth and
profitability, and ultimately creating substantial stockholder
value
Our nominees will redeem Vitacost's poison pill
- Poison pills prevent long-term, growth oriented investors from
purchasing additional shares and thereby supporting the stock
price
Great Hill Is Not Seeking to Acquire Vitacost
We are subject to Delaware's
"interested stockholder" statute (DGCL Section 203). This
means that until March 23, 2013, we
cannot acquire Vitacost without the approval of its board and
twothirds of the outstanding stock which is not owned by Great
Hill. These provisions are nonwaivable and we have no ability
to change these restrictions.
Vitacost Can Be Righted – The Time to Act is Now
We believe that our nominees' sound and clear approach to
overseeing value creation would be instrumental in putting Vitacost
back on a strong growth track. This is a critical year for
Vitacost, which needs an experienced board of directors capable of
helping management execute on its strategic and operational
plans.
We urge you to protect the value
of your investment by supporting these needed changes. Please
sign, date and return the enclosed WHITE consent card to cast your
vote in favor of putting in place new directors at Vitacost.
You must sign and date the WHITE consent card in order for it
to be valid.
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On behalf of Great Hill,
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Christopher S. Gaffney
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Michael A. Kumin
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For additional information or assistance, please
contact MacKenzie Partners, Inc., the firm assisting Great Hill in
the solicitation of consents:
MacKenzie Partners,
Inc.
105 Madison Avenue
New York, NY 10016
(212) 929-5500 (Call
Collect)
or
Call Toll-Free (800)
322-2885
Email:
proxy@mackenziepartners.com
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Certain Information Regarding Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, regarding, among other things, Great Hill's plans to
distribute a definitive consent statement, Great Hill's plans,
strategies and prospects, both business and financial. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date thereof. Great Hill undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
About Great Hill Partners
Great Hill Partners is an investment firm that manages over
$2.7 billion in capital and focuses
on investing in growth companies operating in the business and
consumer services, media, transaction processing and software
industries. Great Hill Equity Partners IV, L.P. and its affiliates
target equity investments of $50 million to
$150 million. For more information, please visit the Great
Hill Partners web site at www.greathillpartners.com.
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Great Hill Media
Contact:
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David Lilly and
Roanne Kulakoff
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Kekst and
Company
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212-521-4800
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Great Hill
Solicitor:
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Mackenzie Partners,
Inc.
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212-929-5500
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800-322-2885
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SOURCE Great Hill Equity Partners IV, L.P. and certain of its
affiliates