Consistent with its fiduciary duties, after receiving additional indications of interest at valuations exceeding Peek's offer price, the Board unanimously adopted a short-term stockholder rights agreement in order to protect stockholders from Peek's tactics and ensure that the Special Committee and LookSmart's stockholders have adequate time to properly assess any and all indications of interest or other strategic alternatives without undue pressure. The stockholder rights plan is intended to safeguard LookSmart stockholders' opportunity to realize the maximum value of their investment.
The Special Committee has engaged Victory Park Securities, LLC as its financial advisor with respect to the maximization of stockholder value and the Special Committee's evaluation of all indications of interest and other strategic alternatives. Peek remains eligible to submit a proposal that will be evaluated by the Special Committee, with the assistance of the Committee's financial advisor, on the same terms as other indications of interest. As previously disclosed, Peek has been repeatedly invited to submit a proposal to LookSmart's Board. To date, Peek has not submitted any such proposal.
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. LookSmart is based in San Francisco, CA, with offices in Los Angeles and New York City. For more information, visit www.looksmart.com or call 415-348-7500.The LookSmart, Ltd. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=14060 FORWARD-LOOKING STATEMENTS This Statement may contain statements that are forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are (1) the risk of failing to complete any strategic transaction contemplated by any indications of interest for any reason, including the risk that third parties withdraw such indications of interest, (2) LookSmart's ability to maintain the value of its assets, operations and prospects (3) LookSmart's ability to deliver high quality traffic to advertisers and high value advertising opportunities to publishers (4) LookSmart's ability to capture market opportunities, and achieve growth and value based on its investments and growth opportunities (5) business disruptions associated with the tender offer commenced by PEEK Investments LLC and (6) other factors detailed in LookSmart's filings with the SEC, including LookSmart's most recent filings on Forms 10-K/A and 10-Q for the year ended December 31, 2011 and the quarter ended June 30, 2012, respectively.
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