ISS Recommends That EMAK Stockholders Reject Crown’s Consent Solicitation by Revoking on EMAK’s WHITE Revocation Card

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LOS ANGELES--(BUSINESS WIRE)-- EMAK Worldwide, Inc. (OTC: EMAK) today announced that RiskMetrics Group’s ISS Proxy Advisory Services (“ISS”), a leading independent proxy voting advisory firm, recommends that EMAK stockholders revoke all consents on the WHITE consent revocation card thereby rejecting the consent solicitation from Crown EMAK Partners, LLC (“Crown”) seeking to reduce the size of the EMAK board to three directors.

In its April 6, 2010 report, ISS stated*:

  • “[I]f Crown is successful in changing the bylaws, reducing the board size and gaining a majority board position, it is likely to be more difficult for common shareholders to increase the board going forward since they would have to undo the bylaw change. This fact could render shareholders with limited recourse other than relying on Crown’s “trust me” argument…”
  • “Since its original issue in 2000, the rights and features of EMAK’s convertible preferred stock instrument issued to Crown have been materially different than those rights and features available to common stockholders…In aggregate, this information seems to support the board’s claims that the interest of the preferred shareholder, Crown, is not aligned with the common shareholders. These facts also suggest in light of the company’s current financial position and enterprise value, Crown’s interest is likely to be more akin to those of a creditor rather than a common stock owner.” (emphasis added)
  • “Based on the above discussion, in particular, that Crown has not demonstrated change is needed, the divergent interests of the two shareholder groups, the fact that Crown is seeking majority board representation and the potential adverse impact this could have in shareholders ability to enact corporate governance changes, the evidence seems to bear out the current board majority’s concern that Crown’s consent may not be in common shareholder’s best interests. As such, we recommend shareholders support management's FOR recommendation to REVOKE all consents of proposals submitted by Crown.”

“We welcome the support of ISS,” said Donald A. Kurz, Chairman of the EMAK Board. “This recommendation reaffirms our strong belief that EMAK’s reconstituted board is best positioned to restore EMAK as a market leader and deliver value to all stockholders. Crown’s interests are not aligned with common stockholders and, if granted control, we believe Crown would be incentivized to pursue transactions that are in Crown’s own interests.”

Crown is attempting to take control of EMAK by seeking consents to amend EMAK’s bylaws to, among other things, reduce the size of EMAK’s board to three directors. Because the terms of Crown’s preferred stock entitle Crown to appoint two directors to the EMAK board, reducing the size of the board to three would give Crown control of EMAK’s board of directors. If Crown is successful in controlling EMAK’s board, Crown would have taken control of the Company, without paying EMAK stockholders any takeover control premium.

The Company urges stockholders to protect their investments in EMAK by NOT responding to the Crown solicitation and by signing, dating and returning the WHITE Consent Revocation card. Stockholders who have previously provided consent may revoke that consent by signing, dating and returning the WHITE Consent Revocation Card today.

Company stockholders are reminded that their revocation is important, no matter how many or how few shares they own. Stockholder who have questions or need any assistance revoking their consents may contact Innisfree M&A Incorporated, which is assisting the Company in this matter, toll-free at (888) 750-5834 or (212) 750-5833.

*Permission to use quotations from the ISS report was neither sought nor obtained.

Your Revocation Is Important, No Matter How Many Or How Few Shares You Own.

If you have questions about how to revoke your consent, or need additional assistance, please contact the firm assisting us in the solicitation:

INNISFREE M&A INCORPORATED

Stockholders Call Toll-Free: (888) 750-5834

Banks and Brokers May Call Collect: (212) 750-5833

IMPORTANT

We urge you NOT to sign any consent sent to you by Crown EMAK Partners, LLC.

If you have already done so, you have every legal right to revoke your consent by signing, dating and returning the WHITE consent revocation card TODAY.

About EMAK Worldwide, Inc.

EMAK Worldwide, Inc. is the parent company of a family of marketing services agencies including Equity Marketing, Logistix, Neighbor and Upshot. Its agencies are experts in “consumer activation” by offering strategy-based marketing programs that directly impact consumer behavior. The agencies provide strategic planning and research, consumer insight development, entertainment marketing, design and manufacturing of custom promotional products, kids marketing, event marketing, shopper marketing and environmental branding. The Company’s blue-chip clients include Kellogg, Kohl’s, Kraft, Macy’s, Procter & Gamble and Safeway, among others. Headquartered in Los Angeles, EMAK has offices in Chicago and Hong Kong. More information about EMAK Worldwide is available on the Company’s website at www.emak.com.

Certain expectations and projections regarding the future performance of EMAK Worldwide, Inc. discussed in this news release are forward-looking and are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These expectations and projections are based on currently available competitive, financial and economic data along with the Company’s operating plans and are subject to future events and uncertainties. Management cautions the reader that the following factors, among others, could cause the Company’s actual consolidated results of operations and financial position in 2009 and thereafter to differ significantly from those expressed in forward-looking statements: the Company’s dependence on a single customer; the significant quarter-to-quarter variability in the Company’s revenues and net income; the Company’s dependence on the popularity of licensed entertainment properties and the ability to license, develop and market new products; the Company’s dependence on foreign manufacturers; the Company’s need for additional working capital; the negative results of litigation, governmental proceedings or environmental matters; and the potential negative impact of past or future acquisitions. The Company undertakes no obligation to publicly release the results of any revisions to forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The risks highlighted herein should not be assumed to be the only items that could affect the future performance of the Company.



CONTACT:

Joele Frank, Wilkinson Brimmer Katcher
Matthew Sherman / Tim Lynch
212-355-4449

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