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Apollo $APO to Acquire @Outerwall $OUTR Kiosks Owner in $1.6B Deal


Outerwall Inc. (NASDAQ: OUTR), the owner of Redbox DVD and video game kiosks, Coinstar money services, and ecoATM electronics recycling kiosks, agreed to appoint three new directors nominated by activist investor Glenn Welling’s Engaged Capital LLC, which amassed a 14.6 percent stake in the company. The company’s shares closed at $39.04 prior to the announcement, giving it a market value of $646.6 million. As part of a process to explore strategic and financial alternatives, Outerwall retained Morgan Stanley & Co. LLC as its financial advisor, and Perkins Coie LLP as its legal advisor to assist in the process. The company has been targeted by various activist investors as a result of poor stock performance, internal management disagreements and executive departures. Under a cooperation agreement with Engaged Capital, Outerwall has appointed Jeffrey J. Brown, founder and CEO of Brown Equity Partners, LLC, to its Board of Directors, effective immediately. Outerwall has also agreed to add two new independent directors to the company’s Board to be submitted by Engaged Capital. Engaged Capital has agreed to vote all of its shares in favor of Outerwall’s nominees at the 2016 Annual Meeting of Stockholders, and has agreed to customary standstill provisions. “We applaud Outerwall for initiating a process to explore strategic alternatives and are pleased to have been able to work constructively with the Outerwall Board and management team to ensure shareholder representation in the boardroom through this important phase of the company’s lifecycle,” said Glenn W. Welling, Principal and Chief Investment Officer at Engaged Capital. “We appreciate the open and constructive dialogue we have had with all of our shareholders, including Engaged Capital, and are pleased to have reached this agreement,” said Erik E. Prusch, Outerwall’s CEO. Outerwall Inc. has more than 20 years of experience creating profitable spaces for their retail partners. The company delivers breakthrough kiosk experiences that delight consumers and generate revenue for retailers. Outerwall kiosks are in neighborhood grocery stores, drug stores, mass merchants, malls, and other retail locations in the United States, Canada, Puerto Rico, the United Kingdom, and Ireland. The company was formerly known as Coinstar, Inc. and changed its name to Outerwall Inc. in 2013. Outerwall Inc. was founded in 1991 and is headquartered in Bellevue, Washington.]]>