MaxWorldwide Responds to Newcastle's Takeover Bid

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MaxWorldwide Inc. announced this week that is reviewing a takeover offer from Newcastle Partners LP.


Newcastle, Dallas, said it had submitted an offer Sept. 18 to acquire all of MaxWorldwide's outstanding stock for 75 cents per share, a 74 percent premium to its market price on the day before the offer was made. On Wednesday, Newcastle issued a press release saying MaxWorldwide had not yet responded to its offer.


"[MaxWorldwide's] board has a fiduciary obligation to seriously consider our offer," Newcastle said in its statement. "MaxWorldwide's lack of responsiveness to us is reflective of its lack of responsiveness to its stockholders over the past several months."


Newcastle's letter outlined several requests since "there has been a deafening silence" from MaxWorldwide, including: when it will release its restated financial results and why it has "suddenly changed its strategy from selling … to acquiring another business and why such strategy is superior to our offer."


Five hours later, MaxWorldwide issued a statement, acknowledging that it has received Newcastle's offer and that it is reviewing the terms.


"The board intends to continue its deliberations to ensure that it takes appropriate action in the best interests of the company's stockholders," MaxWorldwide said.


Newcastle's release said it is a member of the MaxWorldwide Full Value Committee, which already owns 11.2 percent of MaxWorldwide's common shares.


MaxWorldwide, New York, formerly known as L90, is an online media rep and direct marketing list company. In August, its stock was delisted from Nasdaq because it had failed to file its quarterly report on time.


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