"PEEK Misrepresents Communication to LookSmart and Fails to Submit Proposal; LookSmart Board Reiterates Recommendation to Stockholders Not to Tender Shares"
SAN FRANCISCO, CALIFORNIA - August 15, 2012 - LookSmart, Ltd. (NASDAQ: LOOK), an online advertising network solutions company, today responded to the press release issued by PEEK Investments, LLC (PEEK) on August 13, 2012, in which PEEK announced the extension of its unsolicited tender offer to acquire LookSmart for $1.00 per share in cash.
.......... Specifically, LookSmart noted that PEEK did not report in its announcement that on August 10, 2012 Michael Onghai, President of PEEK, contacted LookSmart Board member Mark Sanders to express his desire to join the LookSmart Board of Directors.
Additionally, LookSmart noted that PEEK publicly disclosed in its announcement its plan to submit a proposal to LookSmart's Board of Directors by 5:00 pm Pacific Daylight Time on August 13, 2012, as invited by the LookSmart Board.
As of the close of business on August 14, 2012, PEEK had not submitted any such proposal.
The Company also disclosed today that LookSmart's Board of Directors has received indications of interest regarding strategic transactions at valuations in excess of PEEK's proposed tender offer price. Consistent with its fiduciary duties, and in consultation with its financial and legal advisors, LookSmart's Board of Directors is in the process of thoroughly reviewing the indications of interest and will be addressing same as appropriate in due course.
"Our Board continues to believe that PEEK's offer is not in the best interests of LookSmart stockholders. We recognize and appreciate the desire of many of our stockholders to realize value in the near term and we are carefully evaluating the indications of interest we have received while continuing to execute on our strategic plan consistent with our fiduciary duty to stockholders," said Dr. Jean-Yves Dexmier, Chief Executive Officer and Board member of LookSmart.
SC 14D9/A amended initial solicitation statement
LOOK: On Aug 15: $0.98 0.02 (+2.08%)
About LookSmart, Ltd. - LookSmart is a pioneer in online advertising. ....... Founded in 1997, LookSmart has been connecting advertisers and agencies to high quality sources of inventory for performance marketing, and helps online publishers monetize their inventory through our award winning Ad Center platform.
Our highly scalable technology processes billions of search queries on a daily basis, enabling marketers to bid in real time across search and display inventory and leverage intent data to get performance that meets aggressive campaign goals.
Disclosure: Long LOOK