SAN FRANCISCO, Aug. 30, 2012 (GLOBE NEWSWIRE) -- LookSmart, Ltd. (Nasdaq:LOOK), an online advertising network solutions company, today issued the following statement regarding PEEK Investments LLC's ("Peek") decision to extend, for a second time, its unsolicited tender offer to acquire shares of LookSmart for $1.00 in cash per common share. The Company also responded to the unsubstantiated and misleading statements made today by Snowy August Management LLC ("Snowy August"), a member of the consortium sponsoring Peek's tender offer.
"Our Board strongly believes the terms of Peek's offer and the tactics which they are pursuing are coercive," said Scott Kauffman, Chairman of the Board of LookSmart and Chair of the Special Committee of the Board evaluating strategic alternatives. "The $1.00 per share offer price is not in the best interests of LookSmart's stockholders, as LookSmart's stock has recently traded above the offer price, the Company has received and is pursuing other indications of interest at valuations exceeding $1.00 per share, and the Company is continuing to execute on a strategic plan designed to enhance both near term and long term value."
"Moreover, Peek has stated that it has no intention of buying non-tendered shares in a second step merger, and Peek has stated that the Company may be delisted and deregistered after it closes the offer. Further, Peek has threatened that if it does close the offer, it might begin acquiring non-tendering shares at prices lower than the offer price or in exchange for consideration other than cash. This highly coercive structure appears designed to force our stockholders to tender or risk the possibility of holding an illiquid security in a controlled company. The short-term rights plan our Board unanimously adopted protects our stockholders from this coercive tactic," continued Mr. Kauffman. "By Peek's own count, only 42% of the shares not owned by Peek had tendered. Allowing the offer to close would risk leaving a majority of the non-Peek holders in an illiquid, minority position," he concluded.
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