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Business Wire 16-Jan-2019 9:00 AM
Highlights Yelp's dramatic underperformance after years of shifting strategy, missed opportunities, dismal execution, decreasing alignment with stockholders and poor corporate governance
Details the significant potential of Yelp including how the Company could achieve $55 to $65 per share by implementing SQN's recommendations, or $47 to $50 in an immediate private-equity led buyout; Believes strategic acquirers could pay more
In SQN's view, investors must seize the opportunity to refresh the Board with three new directors, including stockholder representation
Calls for formation of special Board committee to evaluate strategic alternatives – including a review process to determine whether the Company should remain public or consider a sale
SQN Investors LP ("SQN", or "we"), a technology-focused investment firm with over $1.1 billion under management and the beneficial owner of more than 4% of the outstanding common stock of Yelp, Inc. ("Yelp" or the "Company") (NYSE:YELP), today released a comprehensive presentation outlining Yelp's significant underperformance and detailing why stockholders must seize the opportunity to refresh the Board with three new directors at the 2019 Annual Meeting in order to help Yelp realize its full potential.
The complete presentation can be found at www.SQNLetters.com.
Key highlights of the presentation include:
Yelp has Dramatically Underperformed with no Meaningful Accountability to Stockholders
Stockholders Must Seize the Opportunity to Refresh the Board
A Refreshed Board Must Evaluate Strategic Alternatives
Amish Mehta, Founder of SQN Investors LP, stated, "We are long-term investors and are now in our fourth year of investment in Yelp. We continue to believe Yelp has great potential to deliver significant value for its investors. However, after years of Yelp underperformance, we have lost patience and believe the Board needs fresh perspectives and stockholder representation. While we are not activists, and prefer to work constructively with Yelp on the reconstitution of its Board, we are prepared to take our recommendations directly to stockholders to seek their support."
About SQN Investors LP
SQN Investors is a value-oriented investment adviser focused on the technology sector. SQN employs a long-term, concentrated, private equity-like approach to investing in the public equity markets. SQN was launched in 2014 and currently manages over $1.1 billion of capital on behalf of institutions and individual investors.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
SQN Investors LP, together with the other participants named herein (collectively, "SQN") intend to file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2019 annual meeting of stockholders of Yelp Inc., a Delaware corporation (the "Company").
SQN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, SARATOGA PROXY CONSULTING LLC, AT (212) 257-1311.
The "Participants" in the proxy solicitation are SQN Investors Master Fund LP, a Cayman Islands limited partnership ("Master Fund"), SQN Investors LP, a Delaware limited partnership ("SQN Investors"), SQN Investors (GP) LLC, a Delaware limited liability company ("SQN GP"), SQN Partners (GP) LLC, a Delaware limited liability company ("Fund GP"), and Amish Mehta.
As of the close of business on January 15, 2018, Master Fund beneficially owned directly 3,337,931 shares of common stock, par value $0.000001 per share, of the Company (the "Common Stock"), representing approximately 4.0% of the outstanding shares of Common Stock. Each of SQN Investors, as the investment adviser of Master Fund, SQN GP, as the general partner of SQN Investors, Fund GP, as the general partner of Master Fund, and Mr. Mehta, as manager of each of SQN GP and Fund GP, may be deemed to beneficially own the 3,337,931 shares of Common Stock beneficially owned directly by Master Fund.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190116005478/en/