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PRESS
RELEASE
Contact:
Arthur B.
Crozier
Innisfree
M&A Incorporated
(212)
750-5833
DOLPHIN
NOMINATES THREE INDEPENDENT DIRECTORS
FOR
ELECTION AT infoUSA
ANNUAL MEETING
TO
MAXIMIZE SHAREHOLDER VALUE
STAMFORD,
CONNECTICUT, March 29, 2006: - Dolphin Limited Partnership-I, L.P., which
together with its affiliate holds 2.0 million shares (3.7%) of infoUSA
Inc.
(NASDAQ : IUSA), today announced that it has nominated three highly qualified
and independent candidates for election as directors at IUSA’s annual
shareholders meeting, scheduled for May 26, 2006, with a record date of April
4th.
The
nominees—Malcolm “Mick” Aslin, Karl L. Meyer and Robert A. Trevisani—are
independent of both IUSA and Dolphin and have substantial experience operating
and serving as directors of public companies. The nominees would serve for
the
sole purpose of benefiting the Company’s unaffiliated shareholders, whose
holdings constitute a majority of the outstanding shares. They are committed
to
ensuring that IUSA is operated to maximize value for all
shareholders, not just Mr. Vinod Gupta, who owns outright approximately 34%
of
the shares.
Biographies
of the nominees can be found at the end of this release.
Dolphin
has also submitted a binding bylaw amendment that would prohibit for three
years
the re-nomination or appointment by the board of a director who had been voted
down by shareholders.
The
terms
of office of Mr. Vinod Gupta, IUSA’s Chairman and CEO, and Dr. Vasant Raval,
Chairman of the Audit Committee, expire at the 2006 annual shareholders meeting
and Dolphin anticipates that they will stand for re-election. The Company has
yet to announce a replacement for Dr. Charles Stryker, the most recent director
to resign from the IUSA Board. Dr. Stryker, after serving for only nine months,
resigned in January 2006.
In
connection with the nomination of three independent directors, Dolphin sent
the
following letter, its sixth,
to the
IUSA full board summarizing a series of troubling activities that have occurred
over the past decade that do not appear to be in the best interest of all
shareholders. In this letter, Dolphin concludes that the full board must explain
to all shareholders the justification and rationale for these activities.
Dolphin’s
Sixth Letter to the Full Board
March
28,
2006
Via
Facsimile and Federal Express
The
board
of directors,
infoUSA
Inc.
5711
South 86th Circle
Omaha,
NE 68127
Attention:
Secretary
Gentlemen:
As
you
know, Dolphin Limited Partnership-I, L.P. submitted the nominations of three
distinguished and independent director nominees for election to the board at
the
May 26, 2006 annual shareholders meeting. Dolphin also submitted a binding
bylaw
amendment that would prohibit for three years the re-nomination or appointment
by the board of a director voted off the IUSA board.
The
nomination of this independent director slate and the proposed bylaw amendment
follow Dolphin’s continuing efforts over the past seven months to promote
consensual governance improvements at IUSA. Most recently, this included our
March 8, 2006 letter, in which we again requested that the full board eliminate
the exemption afforded Mr. Vinod Gupta under the Company’s Shareholder Rights
Plan. There has been no substantive response. Also, on March 15, 2006, we
submitted the nomination of independent director, Mr. Karl L. Meyer, to fill
the
recent vacancy created by the resignation of Dr. Charles Stryker. IUSA was
asked
to respond to this nomination by March 28, 2006. Again, there was no response.
Further,
Dolphin is, and we believe other unaffiliated shareholders are, outraged that
the full board has failed to take any action to address the circumstances
surrounding Mr. Vinod Gupta’s opportunistic going private transaction and the
many other continuing serious governance failures at IUSA:
|
(i)
|
Mr.
Vinod Gupta’s Opportunistic $11.75 Going Private
Proposal
|
On
March
15, 2005, Mr. Gupta purchased 61,000 shares of IUSA at $10.13/share, bringing
his outright holdings to 18.4 million shares, or approximately 34.5%. At that
time, Mr. Gupta publicly stated:
“I
continue to believe that infoUSA
stock
is worth in excess of $18 per share based on the company’s strong financial
condition and earnings momentum. Additionally, it is trading at a discount
to
its peer group as measured by a multiple of EBITDA and free cash flow.
Accordingly, I plan to purchase additional shares in the future as market
conditions permit.”
On
April
25, 2005, the Company reported first quarter results which exceeded Wall Street
estimates in GAAP revenue, EBITDA and GAAP EPS and also confirmed fiscal 2005
revenue and EPS guidance.
A
little over one month later,
on June
8, 2005, IUSA lowered its guidance by approximately 5%, sending the share price
from approximately $12 to $9.40.
Just
three business days later,
Mr.
Vinod Gupta made an $11.75 bid for all of the unaffiliated shares. In his offer
letter to the board (filed in a June 27, 2005 8-K), Mr. Vinod Gupta stated,
“It
is my
belief that this proposal offers infoUSA
shareholders the best opportunity to realize a very attractive value for their
shares. As the board considers its response to this proposal, it should be
aware
that I do not desire to dispose of any of my shares of infoUSA
common stock, nor do I intend to vote in favor of any transaction involving
a
change in control of the Company other than [Mr. Vinod Gupta’s] proposed
transaction.”
Faced
with the unanimous opposition of the Special Committee of the board formed
in
response to the offer, Mr. Vinod Gupta withdrew his undervalued bid. Remarkably,
on the October 26, 2005 third quarter earnings conference call, Mr. Vinod Gupta
again stated that his $11.75 proposal was “fair to the shareholders.” Against
this background, and considering that the share price now materially exceeds
Mr.
Vinod Gupta’s $11.75 bid (before or after a February 2006 $0.23 annual
dividend), Mr. Vinod Gupta’s repeated expressions of offering “fair” value to
shareholders lack credibility, in Dolphin’s view.
It
appears to Dolphin that Mr. Vinod Gupta’s extremely well timed $11.75 bid was
designed to make a quick profit off of the unaffiliated shareholders. In these
circumstances, Dolphin has little confidence in Mr. Vinod Gupta’s leadership or
in his fulfilling his fiduciary obligations to all shareholders.
|
(ii)
|
The
Full Board’s Abrupt Termination of the Special
Committee
|
On
June
14, 2005, the full board broadly empowered a Special Committee to, “in its [the
Committee’s] sole discretion, to solicit, consider, negotiate, approve or reject
alternate proposals.” On August 23, 2005, the Committee unanimously determined,
after lengthy discussion with its financial and legal advisors, that Mr. Vinod
Gupta’s offer of $11.75 per share undervalued the Company and required a “market
check.” Mr. Vinod Gupta then withdrew his proposal on August 24, 2005 because in
his words (and distorting the Committee’s statements), “the special committee
indicated that they did not intend to proceed with my proposal on a prompt
basis.” In response to the withdrawal of his offer, the Committee issued the
following public statement:
“The
Special Committee further advised Mr. Vinod Gupta that, while the Committee
had
made no decision to recommend any transaction, the Committee had determined,
in
light of his [Mr. Vinod Gupta’s] proposal and potential strategic alternatives
available to the Company, that it is in the best interests of the Company’s
stockholders to continue to explore strategic alternatives.”
|
|
Just
one day later,
the Committee was abruptly terminated in a non-unanimous vote of
the full
board. Directors Anshoo Gupta (not related to Vinod Gupta), Kahn
(the
Chairman of the Committee) and Stryker voted to preserve the Committee
while director Raval abstained. Directors Vinod Gupta, Haddix, Andersen,
Kaplan and Walker voted to dissolve the Special
Committee.
|
At
least
some of the directors who voted with Mr. Vinod Gupta to disband the Committee
had conflicts of interest, as disclosed in the Company’s proxy statements. Mr.
Kaplan is a named partner of a law firm that each year has received substantial
compensation for services rendered to IUSA. Mr. Andersen is a director of two
mutual funds in the Everest Mutual Fund family as is Mr. Vinod Gupta. Everest
Asset Management and Everest Investment Management are 100% and 40%,
respectively, owned by Mr. Vinod Gupta.
If
directors Vinod Gupta, Andersen and Kaplan had recused themselves from this
important vote, the Special Committee’s exploration of strategic alternatives
would have continued.
It
is
difficult for us to believe that the termination of the Committee’s work really
was in the best interests of all shareholders.
|
(iii)
|
The
Full Board’s Failure to Include Mr. Vinod Gupta in the Shareholder Rights
Plan
|
Despite
repeated admonishments, the full board has failed to amend the Company’s
Shareholder
Rights Plan to eliminate the exemption afforded Mr. Vinod Gupta and his
affiliates. Instead, the full board relied upon Mr. Vinod Gupta’s standstill
letter to the board of July 18, 2005, whose enforceability was untested. This
letter was “renewed” by a subsequent letter on September 12, 2005, which by its
terms expired on or about March 12, 2006.
Mr.
Vinod
Gupta has repeatedly stated that he would oppose a sale transaction with any
other party, even though a third-party transaction might bring greater value
to
all IUSA shareholders. We cannot see how, in the exercise of its fiduciary
duties to all shareholders, the full board continues to exempt Mr. Vinod Gupta
from the Shareholder Rights Plan, so that he may acquire or receive additional
shares and enhance his ability to block superior transactions that might benefit
all shareholders.
With
the
looming expiration of Mr. Vinod Gupta’s standstill, Dolphin sent a letter to the
full board on March 8, 2006, again requesting action on this vital matter.
Our
letter asked the full board to notify all shareholders of its determination
by
the open of business on March 13, 2006. We received no substantive response
from
the Company. The full board’s continued inaction is simply astounding and its
silence is deafening.
|
(iv)
|
The
Full Board’s Failure to Adequately Address the High Profile Related Party
Transactions
|
The
full
board has apparently failed to address the many related party transactions
involving Mr. Vinod Gupta and his affiliates. Sizable payments to Mr. Gupta
and/or his affiliates were initiated in 1998, when Mr. Vinod Gupta received
$48,000 in salary and Annapurna Corporation, 100% owned by Mr. Vinod Gupta,
received $1.4 million for purported “travel and consulting services and related
expenses.”
In
1999,
according to the Company’s proxy statement, Mr. Vinod Gupta received $48,000 in
salary while Annapurna received $2.2 million in payments for purported
“executive travel expenses,” $1.3 million for “acquisition and other related
expenses” and Everest Investment Management, an entity 40% owned by Mr. Vinod
Gupta, received $0.5 million for “investment advisory fees” - a
total of $4.0 million.
These
types of payments continued into 2005, except that by then the Company had
acquired from Annapurna the aircraft interests, the lease on the 80-foot yacht,
the American Princess, and a skybox at the University of Nebraska- Lincoln
football stadium, all used by Mr. Vinod Gupta. Shareholders need to hear from
the full board a compelling explanation of how these assets are expected to
benefit all IUSA’s shareholders, not just Mr. Vinod Gupta.
In
its
ongoing books and records investigation, Dolphin is focused on approximately
$16.0 million of these kinds of publicly disclosed related party payments since
1998, most of which are between the Company and Mr. Vinod Gupta and his
affiliates. IUSA appears to have a disproportionately large amount of these
transactions, especially when compared to its peers with multi-billion dollar
market capitalizations referred to below. Shareholders have a right to ask,
and
the full board we believe has a duty to explain, how and why directors allowed
these kinds of transactions to proceed.
According
to the Company’s proxy statements, since 1998 Mr. Vinod Gupta, on top of his
already healthy equity stake, has been awarded 3.2 million options, (an
additional 6% of the Company’s shares) of which approximately 2.1 million remain
and were exercisable on or before March 1, 2006. Did the full board conclude
that Mr. Vinod Gupta had insufficient long-term incentive or did these
continuous sizable option grants instead serve to deliver greater control to
him
at the expense of unaffiliated shareholders?
|
(v)
|
A
Rotating Board of Directors and Executive
Office
|
The
outlined activities have occurred behind a revolving door of directors that
Dolphin believes prevented more effective oversight. Recent board resignations
include directors Andersen and Stryker. During the past ten years, we count
15
director departures. Five directors, including Stryker, have served for less
than one year. Additionally, in this same ten year period, we count over 15
executive officer departures or “re-assignments.” Most recently, Mr. Raj Das,
the Company’s now-former CFO, in February 2006, was relegated to “strategic
planning.” Dolphin wonders about the cause of this seemingly high rate of
turnover.
We
are
also concerned how board vacancies have been filled. For example, the vacancy
created by the resignation of director Andersen in November 2005 was filled
by
Bill Fairfield -the former Chairman of businessCreditUSA.com, an IUSA
subsidiary. We note that in the Company’s public release announcing Mr.
Fairfield’s appointment, IUSA failed to mention his prior affiliation with the
Company. Also, Mr. Vinod Gupta and Mr. Bill Fairfield serve together as Trustees
of the University of Nebraska Foundation. We do not think Mr. Fairfield was
the
most independent of choices.
We
believe shareholders should always be concerned about the personnel and working
environment of companies in which they are invested. With so much high-level
turnover at IUSA, we question whether there is a constructive environment at
the
Company that truly provides for long-term employee advancement and
continuity.
|
(vi)
|
The
Failure of the Full Board To Take Prompt, Comprehensive and Corrective
Action
|
In
Dolphin’s letters to the directors of August 31, 2005, October 11, 2005, October
17, 2005, November 17, 2005 and March 8, 2006, we commented on these and other
matters and suggested corrective action. Over the past seven months, the full
board has had every opportunity to do what we asked of it in August 2005, “to
put its own house in order.”
Dolphin
always seeks to be fair and accurate. Remarkably, despite our letters to the
board over the past seven months, the Company has neither publicly addressed
the
concerns that we have raised on behalf of all unaffiliated shareholders or
corrected any inaccuracies it may have found in our prior communications.
Unfortunately
it appears to us that, under the leadership of Mr. Vinod Gupta, the full board
has failed to take actions that we believe are legitimately needed to protect
the interests of the unaffiliated shareholders.
It
also
appears to us that IUSA’s shares, notwithstanding an approximate 10% increase in
market price over the last month, presently trade at an approximate 1.5 multiple
point discount of Total Enterprise Value (“TEV”) / EBITDA1
to the
average of its publicly traded peers2.
On a
price/earnings1
ratio
basis, IUSA shares presently trade approximately 4.7 points lower than the
average of these peers. With a market capitalization of approximately $674
million and analyst consensus estimated 2006 revenues of $411 million, IUSA
is
by far the smallest of its peers:
IUSA
Peer Group
|
Equity
Market
Capitalization
($
billions)
|
Analyst
Consensus
Est.
2006
Revenues
($
billions)
|
|
|
|
The
Dun & Bradstreet Corp. (DNB)
|
$5.0
|
$1.5
|
Equifax
Inc. (EFX)
|
4.9
|
1.5
|
ChoicePoint
Inc. (CPS)
|
3.8
|
1.1
|
Acxiom
Corp. (ACXM)
|
2.3
|
1.4
|
Harte-Hanks,
Inc. (HHS)
|
2.2
|
1.2
|
----------------------------------------------------------
|
1
|
For
all companies, TEV is based on December 31, 2005 company financials
and
prices are as of the March 28, 2006 close. 2006 EBITDA and diluted
EPS
consensus analyst estimates are calendarized where applicable (source:
I/B/E/S). IUSA’s TEV is adjusted to reflect a $0.23 per share annual cash
dividend paid on February 21, 2006.
|
|
2
|
In
its 2005 10-K, IUSA lists ACXM, DNB, EFX, HHS and Experian (a wholly-owned
subsidiary of GUS Plc) as its primary competitors. Sell-side analysts,
in
their analysis of IUSA, frequently include CPS as a “comparable peer”, and
less frequently include Fair Isaac Corp. (FIC) and Trans Union LLC
(private).
|
While
we
are mindful that Mr. Vinod Gupta founded IUSA in 1972, we believe that
shareholders can no longer overlook the numerous troublesome activities that
we
refer to in this letter. Shareholders should also be troubled by the Company’s
consistently poor operating results. The Company’s EBITDA has only now recovered
to levels achieved in 2001, despite revenues increasing nearly $100 million
by
2005. Also, in fiscal 2002 and 2003, Mr. Vinod Gupta failed to achieve his
own
bonus targets, while in fiscal 2004 curiously, no bonus target was set, but
his
base salary increased 50%.
Why,
we
ask, has the core of this board been so beholden to a CEO who appears to have
treated his public partners so shabbily? Just last year, Mr. Vinod Gupta stated
that he “believed that IUSA was worth in excess of $18 per share”; he then
proceeded to offer $11.75 for the Company. The Special Committee stated that
it
“intended to explore a range of strategic options”; it was promptly shut down—we
believe improperly—after the withdrawal of Mr. Vinod Gupta’s
proposal.
When
public shareholders became Mr. Vinod Gupta’s partners in February 1992, each
member of the board and management was charged with fiduciary duties. In light
of the many apparent significant lapses, it appears that the full board and
top
management have failed to live up to those duties and that change is required
for the benefit all shareholders.
As
always, Dolphin remains open to discuss any and all of these matters. But our
calls for help from the full board have gone unanswered for seven months, and
the full board has consistently failed to explain to all shareholders its
failure to act on our requests. The full board must explain itself to all
shareholders now. If the full board cannot or will not act, it will be up to
the
unaffiliated shareholders to do so before it is too late.
Very
truly yours,
/s/ Donald T.
Netter
Donald
T. Netter
Senior Managing Director,
Dolphin
Limited Partnership I, L.P.
Dolphin’s
Books and Records Search
Separately,
in September 2005, Dolphin commenced a books and records investigation of IUSA
and subsequently brought legal action to obtain information. Following an order
of the Delaware Court of Chancery resolving certain issues between Dolphin
and
IUSA, Dolphin began in earnest in early 2006 to review materials made available
by the Company.
Pursuant
to a confidentiality agreement between Dolphin and the Company, Dolphin is
permitted to make available the information that it has obtained to a
shareholder owning at least 2% of the outstanding shares that joins in the
confidentiality agreement. Thus far, one shareholder has independently
determined to execute the joinder. As always, Dolphin will pursue the facts
to
where they lead. At the conclusion of its investigation, Dolphin expects to
take
appropriate action based on the presented facts and report back to all
shareholders, subject to the provisions of the confidentiality agreement. On
March 22, 2006, Dolphin filed an application with the Delaware Court of Chancery
requesting that it be allowed to publicly disclose certain materials subject
to
the confidentiality agreement that Dolphin believes all shareholders should
know
about. Dolphin believes these materials have either been improperly designated
as confidential or can be disclosed without any commercial or competitive harm
to the Company.
Dolphin’s
Nominees
A
Dolphin
spokesperson commented: “In its twelfth year of operations, Dolphin has been a
sizeable long-term partner in many successful companies. Unfortunately, Dolphin
has also witnessed some inappropriate corporate activities apparently undertaken
without regard for the interests of public shareholders.
“Dolphin’s
initiatives at IUSA are all about the right of each and every unaffiliated
shareholder to express how its wants its Company to be run. Unaffiliated holders
represent the majority of the shares - not Mr. Vinod Gupta. Accordingly, we
urge
each unaffiliated shareholder to support Dolphin’s highly qualified, independent
nominees for election as directors. Messrs. Aslin, Meyer and Trevisani are
determined to benefit all shareholders by bringing fresh views to what has
been
a rotating IUSA board which, for at least the past decade, appears to have
exercised ineffective oversight on transactions between Mr. Vinod Gupta and
the
Company. If elected, these nominees will be solely focused on maximizing IUSA
share value for the benefit of all shareholders.”
The
biographies of the independent nominees follow:
●Malcolm
“Mick” M. Aslin, 58, since March 2003, has been President and Chief
Executive Officer of Gold Banc Corporation, Inc. (GLDB), a Midwest based
financial services holding company with a $700 million market capitalization.
Since February 1999, Mr. Aslin has been a director of GLDB and from February
1999 until March 2003, served as COO. In November 2005, GLDB executed an
agreement to be acquired by Marshall & Ilsley Corporation (MI), a Midwest
commercial bank with a $10 billion market capitalization. Upon consummation
of
this transaction, Mr. Aslin is expected to become a director of MI. Mr. Aslin
is
also a director of LabConco Inc. and ACT Corporation, Inc., a Trustee of the
Midwest Research Institute and a Member of the Strategic Development Board
of
the University of Missouri’s, Columbia Business School. Mr. Aslin is also Life
Director and First Vice Chairman of the Board of Governors, as well as past
President and Chairman of the Board of the American Royal Association, a
not-for-profit organization promoting Midwest agricultural
advancement.
From
April 28, 2005 to November 15, 2005, Dolphin was a Schedule 13D filer in respect
of GLDB.
●Karl
L. Meyer,
68,
from February 2000 until December 2004, at the request of its bond holders,
served
as
Chairman of the Board, to manage the liquidation, of Ermis Maritime Holdings
Ltd., an owner/operator
of ocean going tankers. From May 2003 until May 2004, Mr. Meyer was a
director
of Computer Horizons (CHRZ). He was re-elected to the board of CHRZ in October
2005 at a special meeting wherein shareholders voted to replace the entire
board. From its IPO in March 2001 until December 2002, Mr. Meyer was a director
and Chairman of the Audit Committee, of Stelmar Shipping Inc. (SJH). From July
1992 until its sale to Seacoast Financial Services Corp. (SCFS) in December
2000, Mr. Meyer was Chairman of the Board, Chief Executive Officer and President
of Home Port Bancorp, Inc. (HPBC), the parent of Nantucket Bank. From 1995
to
2004, Mr. Meyer was Managing Director of Diogenes Management Company, an
investment advisor in the tanker shipping industry. Additionally, Mr. Meyer
previously served as a director of BT Shipping Limited (BTBT) and in April
2005,
Mr. Meyer was nominated to the board of directors of OfficeMax (OMX) by its
then
third largest shareholder.
●Robert
A. Trevisani,
72, was
a general partner of Gadsby Hannah LLP until 2004 when he became Of Counsel.
He
was an adjunct professor at Boston University Graduate School of Law (1977-1996)
and Boston College Law School (1996-2005). From 1996 through 2000, Mr. Trevisani
was a director of Home Port Bancorp (HPBC). In 2004, in opposition to
management, he was elected to the Board of Computer Horizons (CHRZ). Mr.
Trevisani has been President and a director of the Commonwealth Charitable
Fund,
Inc., a non-profit membership company, since its founding in 1978. In 2005
he
became a director of Salary.com., a private company providing comparative
compensation guidance and services to institutions and individuals. He also
served as a trustee of Mount Ida College (1988-2005) and has been a trustee
or
director of several other non-profit organizations.
###
The
following is a list of the names and stockholdings, if any, of persons who
may
be deemed to be “participants” in Dolphin’s solicitation with respect to the
shares of the Company: Dolphin owns beneficially and of record 1,000 shares
of
common stock and beneficially but not of record, together with its affiliate,
an
aggregate of 1,999,000 shares of common stock of the Company’s outstanding
stock. Donald Netter, as Senior Managing Director of Dolphin and Brett Buckley,
as Managing Director of Dolphin, may also be deemed to be participants but
do
not individually own any common stock of the Company. Malcolm “Mick” A. Aslin,
Karl L. Meyer and Robert A. Trevisani, as nominees for election as directors
of
infoUSA
Inc.,
may also be deemed to be participants but do not individually own any common
stock of the Company.
Dolphin
intends to disseminate a proxy statement with respect to its solicitation in
support of its nomination of directors at the Company’s 2006 annual meeting.
Shareholders should read this proxy statement if and when it becomes available
because it will contain important information. Shareholders will be able to
obtain copies of the proxy statement, related materials and other documents
filed with the Securities and Exchange Commission’s web site at http://www.sec.gov
without
charge when these documents become available. Shareholders will also be able
to
obtain copies of that proxy statement and related materials without charge,
when
available, from Innisfree M&A Incorporated by oral or written request to:
501 Madison Avenue, New York, New York 10022, telephone (212)
750-5833.