In order to permit the stockholders to make such decisions, the Board has amended the Rights Agreement dated as of August 23, 2012 between LookSmart and Computershare Trust Company, N.A. as rights agent, in order to permit PEEK to consummate the Offer on or prior to 5:00 p.m. New York City time on January 14, 2013 without triggering the Rights, and currently intends to approve the Offer for purposes of Section 203 of the DGCL, the "business combination" statute, to the extent that the Offer would result in PEEK becoming an "interested stockholder" as defined therein.
The full text of LookSmart's 14D-9 filing is available on the SEC's website,
and on LookSmart's Investor Relations website at
. "Purchaser" refers to PEEK Investments LLC, the entity that is making the Offer.
About LookSmart, Ltd.
LookSmart is based in San Francisco, CA, with offices in Los Angeles, New York City and Kitchener, Canada. For more information, visit
or call 415-348-7500.
The LookSmart, Ltd. logo is available at
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In response to the tender offer commenced by PEEK, LookSmart has filed an amended recommendation statement on Schedule 14D-9 with the SEC. INVESTORS AND SECURITY HOLDERS OF LOOKSMART ARE URGED TO READ THE RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (when they become available) and other documents filed with the SEC by LookSmart through the web site maintained by the SEC at
. Investors and security holders also will be able to obtain free copies of these documents, and other documents filed with the SEC by LookSmart, from LookSmart by directing a request to LookSmart, Attn: Bill O'Kelly.
CONTACT: Investor Contacts
Senior Vice President Operations
and Chief Financial Officer, LookSmart, Ltd.
Senior Managing Director, ICR, Inc.