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Files 14D-9 With SEC Detailing Reasons for Board's Recommendation
Adopts a "Neutral" Position
SAN FRANCISCO, Dec. 20, 2012 (GLOBE NEWSWIRE) -- LookSmart, Ltd. (Nasdaq:LOOK), an online advertising network solutions company, today announced that it is filing an amended Schedule 14D-9 Solicitation/Recommendation Statement (as amended, the "14D-9") with the Securities and Exchange Commission (the "SEC") changing its recommendation in response to the unsolicited tender offer (the "Offer") made by PEEK Investments LLC ("PEEK").
The Board has determined to withdraw its recommendation against the Offer, to express no opinion to LookSmart's stockholders as to the Offer and to remain neutral with respect to the Offer. The Board is no longer expressing a view as to whether the Offer is fair to or in the best interests of the stockholders and is not making a recommendation regarding whether the stockholders should accept the Offer and tender their shares, and if so how many shares to tender, or reject the Offer and not tender their shares.
The Board has determined that a stockholder's decision on whether or not to tender its shares in the Offer and, if so, how many shares to tender, is a personal investment decision based upon each individual stockholder's particular circumstances. The Board urges each stockholder to make its own decision regarding the Offer based on all of the available information, including the adequacy of the Offer Price in light of the stockholder's own investment objectives, the stockholder's views as to LookSmart's prospects and outlook, the factors considered by the Board as described in the 14D-9 and any other factors that the stockholder deems relevant to its investment decision. The Board also urges each stockholder to consult with its financial and tax advisors regarding the Offer. The Board noted that it observed that acceptance of the Offer would permit a stockholder to realize a premium to the trading price of the shares prior to the announcement of the Offer, whereas a decision not to tender in the Offer would permit stockholders who believe the shares have a greater intrinsic value to realize greater long-term value if their view of the greater intrinsic value of the shares is recognized in the trading market.