Dissident Napster Investors Seek Board Seats

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Three disgruntled Napster Inc. investors who say the money-losing Internet music company should consider a sale or merger have sent a letter to shareholders urging their election to the board.

The three investors own more than 700,000, or 1.5 percent, of outstanding shares of Los Angeles-based Napster, and are seeking three director seats at the company’s Sept. 18 annual meeting. They believe Napster’s value may be as much as $300 million, or $6.75 a share about four times more than its current share price reflects.

“Napster should be exploring all possible avenues of maximizing stockholder value which includes the possible sale or merger of the company,” said Perry Rod, Thomas Sailors and Kavan Singh in the letter filed Thursday with the Securities and Exchange Commission. “We believe Napster’s generous senior executive compensation practices overall have created incentives for management not to sell the company.”

Napster spokesman Jeff Fox said the company had no comment.

The letter goes on to call on the board to dismantle the company’s classified board structure and its poison pill takeover defense, and to make other changes the investor’s claim would make Napster more attractive for sale.

The group has indicated it plans to present a resolution at the annual meeting calling on the board to dissolve the “poison pill” shareholder rights plan. The company in its proxy statement earlier this month urged shareholders to re-elect the three incumbent directors whose terms are expiring and to reject any proposals the dissident group might present.

Napster shares closed down 5 cents, or 3 percent, to $1.45 in Thursday trading on the Nasdaq.

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