Investor Group Owning Over 40% of Leaf Group Comments on Resignation of Chairman James R. Quandt
Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. ("Leaf Group" or the "Company") (NYSE: LEAF) – including Osmium Partners LLC, PEAK6 Investments LLC, Boyle Capital Opportunity Fund, LP, Oak Management Corp., Generation Capital Partners II LP, Generation Partners II LLC, Spectrum Equity Investors V, L.P. and Spectrum V Investment Managers’ Fund, L.P. (together, the "Investor Group") – today issued the following statement regarding the Company’s 8-K filing indicating that Chairman James R. Quandt resigned from the Board of Directors (the “Board”) on September 21:
“With Mr. Quandt’s resignation, five directors of Leaf’s nine non-executive directors have resigned since April. It is hard to believe that this tide of departures is due to anything other than a desire not to be the last director left stranded on the Leaf Group island with CEO Sean Moriarty. The four remaining directors have stubbornly protected Mr. Moriarty despite his long track record of destroying value (more than $1 billion at companies he has led) and overwhelming dissatisfaction among shareholders. At the current pace of defections, the circle surrounding Mr. Moriarty may soon be a mere triangle.
The Board has lost its two financial experts as well as representatives of two of the Company’s largest and longest-tenured investors. Shareholders representing nearly 60% of the stock are on record calling for change.
The four remaining directors, who continue to turn a deaf ear to shareholders’ legitimate concerns, have no special insight or monopoly on truth. Three of them, however, have long-standing personal and professional ties to Mr. Moriarty. It is long overdue for these directors to exercise objective, independent and informed business judgment and constructively engage with shareholders regarding the path forward, including the future composition of the Board.
Any attempt by these four holdout directors to pack the Board with hand-picked directors will be seen for the illegitimate act it is. The Board must consult and receive the approval of shareholders before appointing new directors – which is why we have provided qualified director candidates to the Company. Leaf Group’s counsel, Joe Johnson at Goodwin Procter, is also the lawyer to Virtusa Corp., where the Board had the audacity to change governance policies and fill a vacancy in the face of shareholder discontent and nominations; we remind the remaining Leaf Group directors that these actions at Virtusa were looked upon with distain by Institutional Shareholder Services Inc. (as “defensive tactics”) and Glass, Lewis & Co., LLC (as “gamesmanship of a company’s corporate machinery and governance policies”) and led both independent proxy advisors this week to recommend against the incumbent Virtusa nominees. In any event, no responsible professional would consider joining this Board without the support of shareholders.
Yesterday, two of the remaining four directors accused our group of attempting to “ruin” their reputation. If these directors are concerned about their reputations, they should realize that they have the ability to make the right decision and spare themselves from the continued ire of shareholders.
The time for real change is now. We strongly urge the Board to terminate Mr. Moriarty, immediately engage in constructive discussions with shareholders and begin a genuine strategic alternatives process.”
For more information, please visit www.LiberateLeaf.Group.
About Osmium Partners
We seek to generate strong, risk-adjusted returns by investing in undervalued, small capitalization companies across equity markets. Our Osmium 8 research process is based on eight simple factors involving factors such as balance sheet strength, aligned interests, attractive reinvestment opportunities, a low valuation, and reasonable growth prospects. As engaged owners, we actively discuss corporate strategy and capital structure with management teams and boards of directors. We prefer to conduct these discussions in private, but we will publicly debate important items with all shareholders when appropriate.
PEAK6 uses technology to find a better way of doing things. The company's first tech-based solution was developed in 1997 to optimize options trading and, over the past two decades, the same formula has been used across a range of industries, asset classes and business stages to consistently deliver superior results. Today, PEAK6 seeks transformational opportunities to provide capital and strategic support to entrepreneurs and forward-thinking businesses, helping to unlock potential and activate what is into what ought to be. PEAK6's core brands include: PEAK6 Capital Management, Apex Clearing, National Flood Services and Evil Geniuses. Learn more at www.PEAK6.com or follow us on LinkedIn.
About Boyle Capital Opportunity Fund
Boyle Capital Opportunity Fund, LP is a value-oriented investment partnership. We manage a focused portfolio of deeply undervalued securities and actively engage with the company's management and board of directors to unlock shareholder value over the long-term.
About Oak Investment Partners
Oak Investment Partners was founded in 1978. Since that time, the firm has invested $9 billion in over 525 companies around the world, earning the trust of entrepreneurs with a senior team that delivers steady guidance, deep domain expertise and a consistent investment philosophy. We are involved in the formation of companies, fund spinouts of operating divisions and technology assets, and provide growth equity to mid- and late-stage private businesses and to public companies through PIPE investments. These companies are concentrated in the five major sectors that fuel the most disruptive growth in our world today: Information Technology, FinTech, Internet and Consumer, Healthcare Services, and Clean Energy.
About Generation Partners
Founded in 1995, Generation Partners provides equity capital to growth companies through buyout and growth equity investments.
About Spectrum Equity
Spectrum Equity is a leading growth equity firm providing capital and strategic support to innovative companies in the information economy. For over 25 years, the firm has partnered with proven entrepreneurs and management teams to build long-term value in market-leading internet, software and information services companies. Representative investments include Ancestry, Bats Global Markets, Definitive Healthcare, GoodRx, Grubhub, Lynda.com, Origami Risk, SurveyMonkey and Verafin. For more information, including a complete list of portfolio investments, visit www.spectrumequity.com.
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