Voce Capital Management LLC (“Voce”), which led the successful campaign
to defeat the poison pill at the annual meeting of Obagi Medical
Products, Inc. (“Obagi”) (Nasdaq:OMPI) earlier this year, today updates
its fellow shareholders on events at the company since the June 6
meeting.
Obagi’s stock price currently trades significantly below its level
following the shareholder vote and prior to the company’s second quarter
earnings call.
J. Daniel Plants, Voce’s Managing Partner, stated that “in my address at
the shareholder meeting, I admonished the Board to heed the strong
message sent by shareholders. While we have stood down since then, we
cannot remain silent any longer in the face of the Obagi Board’s
continued destructive stewardship of this company.”
The Board’s first action after losing the poison pill vote was to award
itself a substantial raise. It has continued to direct payments to
affiliates of a private company controlled and run by the Obagi CEO.
Despite Voce’s requests for Board reform, none of the existing directors
have been removed, and the company has refused to make its one new
director (appointed without a shareholder vote) available to meet with
Voce.
Voce further notes that Obagi has announced its intention to spend more
than $11 million of shareholder capital in 2012 in pursuit of its
‘direct-to-consumer’ internet scheme. “The company’s lack of competence
to pursue such a strategy is evident in its addiction to high-priced
external consultants for every phase of the project and in the
constantly shifting explanations for how it will operate,” said Mr.
Plants.
Mr. Plants went on: “As a long-term shareholder of Obagi, we are
concerned about the potential deterioration of the Obagi franchise under
the current Board’s watch. We no longer trust that a review of strategic
alternatives by this Board can be conducted fairly or credibly, given
its continued entrenchment.”
Mr. Plants concluded: “We remind the Obagi Board that all of its actions
are being scrutinized by the company’s shareholders, and that their
decisions will ultimately be measured against their fiduciary duties. We
specifically caution the Board not to pursue a ‘scorched earth’ policy
by attempting an acquisition or a balance sheet restructuring intended
to repel potential suitors. In the meantime we continue to review every
available option to maximize – and protect – value for all Obagi
shareholders.”
About Voce Capital Management
Voce Capital Management LLC is an employee-owned investment manager and
the adviser to Voce Catalyst Partners LP, a private investment
partnership.
