Date:
Monday, April 22, 2013
Announces Intent to Launch $100 Million Common Stock Tender Offer Patrick Gallagher Appointed Chairman of the Board; Lewis Solomon to Retire Discloses Receipt of Notice to Nominate Directors Harmonic Inc. (NASDAQ: HLIT), the worldwide leader in video delivery infrastructure, announced today actions that deliver value to Harmonic shareholders.
On April 18, 2013, Harmonic's Board of Directors approved a modified Dutch Auction tender offer to purchase up to $100 million of Harmonic common stock at $5.75 to $6.25 per share, beginning on April 26, 2013. Details of the tender offer are included in a separate press release issued by Harmonic earlier today.
In addition, on April 18, 2013, Patrick Gallagher was appointed Chairman of the Board of Directors. Mr. Gallagher succeeds Lewis Solomon, who will retire from the Board prior to the Company's 2013 Annual Meeting of Stockholders.
The tender offer is the result of the Board's continued evaluation of our capital structure, the appropriate level of cash to run and grow the business, and our free cash flow and balance sheet, said Patrick Harshman, Harmonic's President and Chief Executive Officer. With these resources, we have multiple opportunities to drive shareholder value, including investments in strategic growth initiatives and stock repurchases. As the Board continues to evaluate our capital structure and explore ways to effectively use our cash balances to drive shareholder value and having solicited the input of several major shareholders the Board concluded that a cash tender offer at this time would be an appropriate mechanism to return capital to shareholders that seek liquidity under current market conditions. At the same time, shareholders who do not participate in the tender offer will share in a higher portion of Harmonic's future potential.
Harmonic has suspended the share repurchase program it initiated last year while the tender offer is outstanding, and expects to resume the program after the tender offer is completed.
On behalf of the entire Board, I would like to thank Lew Solomon for his ten years of service to Harmonic and its shareholders, including the last five as Chairman, said Mr. Gallagher. He joined the Board at a time when Harmonic had just begun to expand beyond its roots in broadcast hardware and helped guide the Company in its evolution as a technology innovation leader. I look forward to working with our Board and management team as we continue to pursue the significant growth opportunities that we have before us today to create long-term value for our shareholders.
These actions demonstrate Harmonic's ongoing commitment to creating shareholder value by returning capital to shareholders, while continuing to evolve the makeup of our Board and leading the evolution of technology to serve our rapidly changing markets, continued Mr. Harshman.
Harmonic also disclosed that it received notice on Friday, April 19, 2013, from Voce Catalyst Partners LP that it intends to nominate three directors for election to Harmonic's Board of Directors at the Company's 2013 Annual Meeting of Stockholders. Voce and its affiliates report owning 106,000 Harmonic shares, representing less than 0.1% of the Company's shares outstanding.
Harmonic's Board will continue to evaluate Board structure, and will evaluate Voce's nominees and make a recommendation in the best interests of all shareholders in due course.
Harmonic will host a conference call to discuss its financial results for the first quarter 2013 at 2:00 p.m. Pacific (5:00 p.m. Eastern) on Tuesday, April 23, 2013.
Additional Information and Where to Find It
Harmonic Inc. (the Company ), its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the Company's 2013 Annual Meeting of Stockholders (the Annual Meeting ). The Company plans to file a proxy statement (the 2013 Proxy Statement ) with the Securities and Exchange Commission (the SEC ) in connection with the solicitation of proxies for the Annual Meeting.
Lewis Solomon, Patrick J. Harshman, Harold Covert, Patrick Gallagher, E. Floyd Kvamme, Mitzi Reaugh, William F. Reddersen and Susan G. Swenson, all of whom are members of the Company's Board of Directors, and Carolyn V. Aver, Chief Financial Officer, and Peter Alexander, Senior Vice President and Chief Marketing Officer, are participants in the Company's solicitation. Other than Mr. Harshman, none of such participants owns in excess of 1% of the Company's common stock. Mr. Harshman may be deemed to own approximately 1% of the Company's common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the 2013 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting. Information relating to the foregoing can also be found in the Company's revised definitive proxy statement for its 2012 Annual Meeting of Stockholders (the 2012 Proxy Statement ), which was filed with the SEC on May 8, 2012. To the extent that holdings of the Company's securities have changed since the amounts printed in the 2012 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Promptly after filing its definitive 2013 Proxy Statement with the SEC, the Company will mail the definitive 2013 Proxy Statement and a white proxy card to each stockholder entitled to vote at the Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2013 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILA
Most recent headlines
04/08/2024
Dalet, a leading technology and service provider for media-rich organizations, is excited to announce Santiago Solanas as its new Chief Executive Officer (CEO)....
03/06/2024
Dalet, a leading technology and service provider for media-rich organizations, a...
30/04/2024
LOUISVILLE, Ky. In another sign that broadcasters are finally using NextGen TV broadcasts to offer viewers new features instead of simply simulcasting existing ...
30/04/2024
OKLAHOMA CITY The Oklahoma Journalism Hall of Fame will induct Blaise Labbe, a group news director for Sinclair Broadcast Group, May 2 at the 54th Anniversary I...
30/04/2024
ATLANTA and ENGLEWOOD, Colo. Cox Media Group and Dish have ended a dispute over retransmission fees that lasted nearly a year and a half with a new multi-year ...
30/04/2024
Video transport solution provider LTN has announced that it is working with TelevisaUnivision to help the Spanish-language media giant migrate to IP-based video...
30/04/2024
ALAMEDA, Calif. Clear-Com has released details about how it played a pivotal role in the seamless coverage of the recent solar eclipse on April 8, 2024 by NBC K...
30/04/2024
CINCINNATI The E.W. Scripps Company is adding Seth Walters to its sales leadership team as head of CTV sales, effective April 29....
30/04/2024
The force was strong at the Durham Bulls Athletic Park on Saturday night, April 27, 2024, as the night netted the ballpark's first official sellout crowd of...
30/04/2024
Revry, a network celebrating queer culture. said its second annual NewFront presentation will be a cabaret-type spectacle showcasing the spirit of the LGBTQ+ co...
30/04/2024
Family Entertainment Television (FETV) said that the Western series The Life and Legend of Wyatt Earp will be joining the network's afternoon lineup startin...
30/04/2024
Bob Bakish, president and CEO of Paramount Global, will depart the company as Paramount explores a merger, according to numerous published reports. The reports ...
30/04/2024
Facebook
Twitter
LinkedIn
Order intake: 5.0 billion, up 47% ( 46% on an organic basis1 )
Sales: 4.4 billion, up 9.8% ( 7.9% on an organic basis)
All f...
29/04/2024
(L-R) Mark Gatiss and Polly Walker on set
Monday 29 April 2024 Further casting is now confirmed for Bookish (6x70), a brand-new drama created by Emmy Award-wi...
29/04/2024
A groundbreaking initiative offering training and mentoring to 30 women journali...
29/04/2024
Even though we've been doing this for over 40 years, a spark of excitement r...
29/04/2024
L3Harris is delivering manpack radios to U.S. Army CH-47 Chinooks as part of the Air-to-Ground Networking Radio program, providing seamless, resilient communica...
29/04/2024
He writes in Defense One: Despite the near-universal acknowledgement throughout the U.S. government and defense industrial base of the criticality of resilient ...
29/04/2024
eds3_5_jq(document).ready(function($) { $(#eds_sliderM519).chameleonSlider_2_1({ content_source:......
29/04/2024
Codemill aims to revolutionize media workflow efficiency at this years NAB Show by introducing Just-In-Time (JIT) playback technology in Accurate.Video Validate...
29/04/2024
April 29, 2024
-- TF1 Chooses Broadpeak to Power Targeted Advertising for New...
29/04/2024
LOS ANGELES Allen Media Group (AMG) has partnered with LG Electronics to bring 223 Local Now FAST channels to LG's free streaming service, LG Channels, avai...
29/04/2024
OTTAWA Ross Video has announced the introduction of Raiden, a data-driven weather graphics software that combines data gathering, processing, and visualization ...
29/04/2024
Panalux, a leading rental provider of lighting and power solutions for the motion-picture industry and part of Panavision's end-to-end service offerings for...
29/04/2024
Cobalt Iron Inc., a leading provider of SaaS-based enterprise data protection, today announced that it has received a patent on its technology for dynamic autho...
29/04/2024
SDVI, the leading platform provider for cloud-native media supply chains, today announced that Rally Access Workstation, a fully managed solution for editing in...
29/04/2024
Premier Sports, a premium sports broadcaster, has selected QuickLink's Remote Commentary solution for introducing professional, high-quality remote commenta...
29/04/2024
Glookast has chosen Jigsaw24 Media as the only UK channel partner to represent their portfolio of ingest and workflow optimisation products. The agreement, sign...
29/04/2024
Clear-Com played a pivotal role in the seamless coverage of the recent solar eclipse on April 8, 2024. Leveraging its cutting-edge Eclipse HX Digital Matrix i...
29/04/2024
PlayBox Neo will promote its complete range of television channel management, graphic branding and playout solutions to EMEA region media content owners and bro...
29/04/2024
Lingo, RuPaul's word-twisting game show, returns for season two on CBS Friday, May 24. Two episodes air that night, and stream on Paramount Plus, too....
29/04/2024
ESPN and Amazon Prime Video are reportedly close to scoring television rights to the National Basketball Association, according to published reports....
29/04/2024
Judge Judy and Hot Bench, CBS Media Ventures' genre-leading court shows, have been renewed through the 2025-26 TV season in more than 95% of the country, Gr...
29/04/2024
Premier Sports, an Irish-based premium sports broadcaster, has selected QuickLink's Remote Commentary solution for introducing professional, high-quality re...
29/04/2024
The awards celebrate the craft of behind-the-scenes TV talent and the best programmes of 2023
By Matthew Corrigan
Published: April 29, 2024
The awards cel...
29/04/2024
The team at Milk had to create and deliver the VFX and environment work for the royal residences featured in the drama from scratch
By Jenny Priestley
Publis...
29/04/2024
CEO Bob Bakish is expected to leave the company as early as today, with a new leadership committee likely to run the company on an interim basis
By Jenny Pries...
29/04/2024
Albena Ivanova, director, media and entertainment and strategic products at CHAOS talks to TVBEurope about her route into the industry
By TVBEurope Staff
Pub...
29/04/2024
The acquisition gives Grand Technix the opportunity to expand its footprint in the audio visual and broadcast technology sectors
By Jenny Priestley
Published...
29/04/2024
29 04 2024 - Media release Screen Australia announces James J. Robinson's debut feature First Light
First Light
Principal Photography is underway on Firs...
29/04/2024
Capitol Broadcasting recently became the inaugural company honored with inductio...
29/04/2024
Tonight on House of Zwide: Zanele tells a surprised Zola that Faith fully suppor...
29/04/2024
Tonight on Scandal: A line is crossed and a mother starts to lose focusDon't miss Friday, 26 April's riveting episode of South African soapie Scandal! o...
29/04/2024
Tonight on Skeem Saam: Evelyn puts measures in place to protect her sonDon't miss Monday, 29 April's riveting episode of South African soapie Skeem Saam...
29/04/2024
April 29th, 2024 UNINTERRUPTED AND TRIBECA ENTERPRISES PARTNER FOR SECOND-ANNUA...
29/04/2024
Rebrand and refresh: SailGP talks bringing its graphics operations inhouse for a...
29/04/2024
Reflecting on a Storied Career: Sean McManus Looks Back While Keeping an Eye on ...
29/04/2024
Drones Take Flight Inside MSG: How Sky Candy Studios is Upping the Excitement fo...
29/04/2024
Back to All News
Netflix Announces a Diverse Lineup of Polish Titles to Debut i...
Date: 
