ValueVision reports 2Q loss after costly proxy battle – Minneapolis Star Tribune

ValueVision spent about $5 million on the proxy fight and executive turnover costs in the May-to-July period.

By Patrick Kennedy  patrick.kennedy@startribune.com

ValueVision Media Inc.’s sales and profit improved in the second quarter, its results showed Wednesday, before accounting for about $5 million in costs for a proxy battle with dissident shareholders who won control of the firm.

The improvement missed analysts’ expectations, however, and the company’s shares were down 7 percent in morning trading.

The Eden Prairie-based cable-TV and online retailer said it lost $4.6 million, or 8 cents a share, in the three months ended Aug. 2. It lost 2 cents a share in the same period a year ago. Excluding one-time costs, ValueVision earned $800,000, or 1 cent a share, in the latest quarter. Analysts had forecast adjusted profit of 3 cents a share.

Revenue was $156.6 million, up 5 percent from a year ago.

The company said it incurred $2.5 million for “activist shareholder response costs” and $2.6 million for CEO transition costs as Mark Bozek took over from Keith Stewart, who tried to fight off dissident shareholders led by the Clinton Group, a New York investment firm. Stewart resigned in late June after the Clinton Group won four spots on the eight member board.

Bozek said in the company’s earnings release “driving growth will largely be centered around attracting and building a diverse portfolio of proprietary brands and products with the goal of growing our customer base.”

Among Bozek’s initial steps was to establish an office in New York City and make other changes in senior management.

In a Securities and Exchange Commission filing late Tuesday, the company said that Carol Steinberg, chief operating officer and Annette Repasch, chief merchandising officer, are no longer with the company. Both will be eligible for severance in accordance with the company’s change of control provisions.

Patrick Kennedy • 612-673-7926

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Argentina June GDP Proxy Up 0.3% on Month, Flat on Year – NASDAQ


By Ken Parks

BUENOS AIRES–Argentina’s recession battered economy showed early signs of stabilizing in June, with growth flat after three consecutive months of contraction.

The national statistics agency, Indec, said its monthly economic activity indicator rose 0.3% from May, and was unchanged from June 2013.

The indicator, known by its Spanish acronym as Emae, includes most of the components used to calculate quarterly gross domestic product. Indec will publish second quarter GDP in September.

Argentina is widely thought to have entered recession early in the year due to inflation of around 40%, dollar shortages that have forced the government to restrict vital imports, and sluggish trade with neighboring Brazil. GDP contracted 0.2% on the year in the first quarter.

The economy is expected to contract about 0.9% in 2014, according to the latest monthly survey of analysts by FocusEconomics.

The prospects for a recovery in the second half of the year have dimmed after a legal battle over unpaid debts in a U.S. court led Argentina to default on some of its bonds rather than pay a small group of hedge funds suing to collect on defaulted Argentine bonds.

The prospects for a badly needed boost to the economy from significant dollar inflows from foreign investment or government borrowing abroad look dim until Argentina can exit default.

–Alberto Messer contributed to this article

Write to Ken Parks at ken.parks@wsj.com


  (END) Dow Jones Newswires
  08-20-141554ET
  Copyright (c) 2014 Dow Jones & Company, Inc.

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An extended Arctic proxy temperature database for the past 2000 years – Nature.com

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    Fishing Vessels in China Serve as Proxy Enforcers – DefenseNews.com

    TAIPEI — China’s use of swarming tactics with fishing vessels to project and protect Beijing’s territorial claims in the South China Sea appears unstoppable, experts say.

    The latest example in May was the placement of a Chinese oil rig within Vietnam’s exclusive economic zone, which was pro­tected by more than 70 maritime security and fishing vessels.

    “Fishing vessels are wonderful tools for autocratic governments where business and industry are under their control,” said Sam Tangredi, author of the book, “Anti-Access Warfare.”

    Sending them in swarms to circle a disputed area of contention or create a barrier to prevent access by other navy or coast guard vessels does not create negative media images like harassment by warships, he said. “It may be made to appear like a spontaneous peaceful protest caused by popular nationalist fervor … almost like ‘nonviolent resistance,’ as if Gandhi was a fisherman.”

    Dean Cheng, a China military specialist at the Heritage Foundation, said it places Japan, the Philippines, Vietnam and the US Navy in a difficult position. How do you handle nominally civilian bystanders? Using force costs you political support worldwide, as you, the opponent, are then seen as escalating the crisis by attacking civilians. Not doing anything may mean ceding sovereignty and losing administrative control.

    “A fundamental aspect of Chinese strategy is creating these unpalatable choices of ‘heads I win, tails you lose,’ to induce the opposition to withdraw, in order to avoid being forced to confront such choices — which effectively means a Chinese win,” he said.

    Vietnam learned that lesson when it challenged the rig placement with its own maritime security and fishing vessels. Over­whelmed and uncoordinated, the Viet­namese had little chance against experi­enced fishermen. That was made clear on May 27 when a Chinese fishing vessel rammed and sank a Vietnamese fishing boat.

    China’s use of fishing vessels goes back to the 1990s, when Chinese fishing vessels would swarm Taiwan’s outer islands of Matsu and Jinmen during political tension.

    China ramped up the use of fishing vessels as a form of intimidation shortly after the presidential election of its first opposition party leader, Chen Shui-bian, in 2000. At the time, Taiwan’s Ministry of National Defense (MND) reported that about 1,000 fishing vessels had encircled the military-controlled Pratas Islets in the South China Sea. The MND also confirmed that 250 fishing vessels had converged on the military-controlled Tungyin Island, north of Matsu, near mainland China. The vessels were described as in the 100-ton range with steel hulls and engaged in “extremely regular formation.”

    Taiwan continued to have problems with Chinese fishing vessels with several abductions of Taiwan Coast Guard personnel, who were held for ransom in China, and the ramming of Coast Guard vessels well within Taiwan’s exclusive economic zone. However, harassment ended with the presidential election of Ma Ying-jeou of the Nationalist Chinese Party in 2008 and the bettering of cross-Strait relations.

    During this period of harassment, China used fishing vessels to spy on Taiwan’s coastline. In 1999, a Chinese fishing vessel was intercepted off Hsinchu County and among its crew was a mainland researcher using the vessel to conduct geographic surveys. In 2000, four crew members of a Chinese fishing vessel were arrested near the Zengwun River estuary. The boat was outfitted with surveillance equipment, and the men identified themselves as officers of China’s Ministry of State Security.

    Cheng said China’s vast fishing fleet is a great way to obtain intelligence cheaply. With the new Beidou navigation satellite system and the use of radios, China can blanket a large area with persistent coverage.

    “Moreover, you can’t jam ‘Mark 1 eyeballs’ [visual inspection], and you might not want to jam commercial communications frequencies, if there are other, non-Chinese operating on those,” he said.

    There is also the possibility that thousands of Chinese fishing vessels are equipped with sonar, Cheng said. “Is there an anti-submarine picket role that they might play in the future? Killing fishing boats would, again, pose political issues for a submarine crew, but also creates questions of how many fishing boats will you spend torpedoes on, given the limited number you carry?”

    Tangredi said Beijing was smart in using fishing vessels to preform “mini-blockades.” If a fishing boat sinks during an altercation with a military vessel, the media will most likely see the unarmed fishing vessel as the victim. “The small fishing vessel — just trying to catch fish — a warship is sophisticated with a large crew … surely they would have seen and avoided the fishing vessel, with their big powerful engines.”

    The US Navy’s first experience with the tactic was in 2009 when survey vessels Victorious and Impeccable were harassed by a mix of Chinese fishing boats and maritime security vessels near Hainan Island.

    “The Chinese, at least in past incidents involving the USNS vessels, chose to keep their Navy ships just over the horizon, relying on the civilian boats and the like to do the interfering,” Cheng said. “This limits escalatory potential, and chances of bad video of Chinese naval participation … while keeping a more forceful option at hand.”

    When will China launch its next harassment operation against the US Navy? Many point to the East China Sea, where China imposed an air defense identification zone in 2013 and stepped up claims over the Diaoyu Islands, claimed and controlled by Japan as the Senkakus. ■

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    Deciles 'proxy for quality': Minister – Stuff.co.nz

    Decile ratings, Novopay, Investing in Educational Success and students with special needs were the hot topics which fired up a public meeting on education.

    Education Minister Hekia Parata has held several similar meetings around the country but said the one at St Peter’s Cathedral church hall, Hamilton, on Friday, had the best turnout so far.

    The crowd of around 100 included principals, parents, grandparents and board of trustees members.

    Rhode Street School principal Shane Ngatai asked for Parata’s view on the decile rating system.

    The system was well-intentioned but a “blunt instrument”, Parata said, and more consultation was needed on a system to meet schools’ needs.

    Deciles had also become a proxy for quality.

    “We hear it far too often – ‘Oh, that’s a decile one school. Oh that’s a decile 10 school.’ – As if that’s an explanation of whether there’s good quality teaching and learning going on there. And that is not true.”

    When questioned about the Novopay situation, Parata said the system had been “a bit of a dog”.

    But there was light at the end of the tunnel with a Crown-owned company set to take the system over, she said.

    The education payroll was one of the largest and most complex and the ministry had been looking at improving the online platform.

    But there also needed to be discussions with unions about simplifying the agreements – “Not losing anybody’s rights and conditions, but simplifying them,” she said.

    The government’s $359m Investing in Educational Success (IES) policy was behind Kaihere School principal Terry Casey’s question.

    He wanted the minister’s take on the process as he thought there was a “degree of suspicion and scepticism” from NZEI, which felt it was brought in at the last minute to make superficial changes.

    Parata said the working group included all interested and was a “coalition of the willing”.

    “There has been no conspiracy, there has been no unwillingness to work together.”

    The government had co-designed the budget initiative with the sector ahead of the budget – which Parata said was unusual. It had also invested in lifting the status and profile of teaching, and was now looking to raise the quality of teaching and leadership practice, she said.

    “We’re very serious about how can we support all of our teachers to develop their practice, to constantly improve,” she said.

    “When we were in surplus, a big chunk of it has gone into education [through IES].”

    But Deanwell School principal said he’d prefer to see the money go to children with special needs because schools were “hopelessly under-resourced”.

    Parata agreed the demand exceeded the resources available and said special education needed to be looked at as well as IES, not instead of.

    - Waikato Times

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    Cutrale-Safra calls Chiquita shareholders to start proxy fight – Reuters

    (Reuters) – The Brazilian Cutrale-Safra Group, which had an unsolicited bid for Chiquita Brands International Inc (CQB.N) rejected by management on Thursday, started preliminary steps to launch a proxy fight in its hostile takeover attempt.

    Brazilian juice maker Cutrale and a banking and real estate conglomerate Safra Group, which teamed up to make a $610.5 million cash offer for the U.S.-based banana producer on Monday, asked shareholders of Chiquita to vote against a planned merger with Irish tropical fruit company Fyffes Plc (FFY.I) and adjourn a special shareholder meeting set for Sept. 17.

    “These proxy materials enable Chiquita shareholders to send a clear message to the Chiquita board that its failure to enter into discussions with Cutrale-Safra and its decision to reject the superior Cutrale-Safra proposal is simply a continuation of their track record of failed strategic decisions and shareholder value destruction,” the Cutrale-Safra group said in a statement on Friday.

    Chiquita is attempting to close a merger with Fyffes, which the two companies announced in March. The combined market value of Chiquita and Fyffes is currently close to $1 billion.

    Faced with years of declining orange juice consumption globally, Cutrale is expanding into other products and regions. The presence of the Safra Group, controlled by Brazilian-Lebanese financier Joseph Safra, could give Cutrale the financial muscle it needs to outbid Fyffes, analysts said.

    (Reporting by Reese Ewing; editing by Andrew Hay)

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    Cutrale, Safra File Preliminary Proxy Materials With SEC Over Chiquita Deal – Wall Street Journal

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    Cutrale, Safra File Preliminary Proxy Materials With SEC Over Chiquita Deal
    Wall Street Journal
    Cutrale Group, one of the world’s largest orange-juice suppliers with plants in Brazil and Florida, and investment firm Safra Group filed preliminary proxy materials with the Securities and Exchange Commission just before 5 p.m. Friday. The companies

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    Safra-Cutrale Files Preliminary Proxy Materials to Solicit against Chiquita's … – Wall Street Journal

    NEW YORK, Aug. 15, 2014 /PRNewswire/ — The Cutrale Group and the Safra Group, through their entity Cavendish Global Limited and its wholly owned subsidiary Cavendish Acquisition Corporation (collectively, “Cutrale-Safra”), today filed preliminary proxy materials to solicit shareholder votes against Chiquita’s proposed transaction with Fyffes, and votes for any proposal to adjourn the Special Meeting of Chiquita Shareholders on September 17, 2014.

    Cutrale-Safra stated, “These proxy materials enable Chiquita shareholders to send a clear message to the Chiquita Board that its failure to enter into discussions with Cutrale-Safra and its decision to reject the superior Cutrale-Safra proposal is simply a continuation of their track record of failed strategic decisions and shareholder value destruction.”

    In the preliminary proxy materials filed today, Cutrale-Safra outlines:

    “We are soliciting proxies from Chiquita shareholders to vote “AGAINST” the Fyffes transaction proposal and the related Fyffes proposals and “FOR” the Adjournment Proposal. We believe the proposed combination of Chiquita and Fyffes does not provide adequate value to Chiquita shareholders. Our $13.00 per share all-cash proposal is a superior alternative for Chiquita shareholders because, among other things, it provides significantly greater financial value and more certain value for Chiquita shareholders than the proposed combination with Fyffes.”

    Further, the preliminary proxy materials highlight:

       -- A vote "AGAINST" the Fyffes Transaction Proposal preserves Chiquita 
          shareholders' opportunity to receive the significant premium for their 
          Chiquita Shares contemplated by the Cutrale-Safra Proposal which, if 
          consummated, would provide significantly greater value to Chiquita 
          shareholders than the proposed Fyffes combination. 
     
       -- A vote "AGAINST" the Fyffes Transaction Proposal stops the Chiquita Board 
          of Directors from proceeding with a transaction that Cutrale-Safra 
          believes is an inferior transaction. 
     
       -- A vote "AGAINST" the Fyffes Transaction Proposal encourages the Chiquita 
          Board to consider other alternatives for the Company, including the 
          Cutrale-Safra Proposal. 
     
       -- A vote "FOR" the Adjournment Proposal allows Chiquita to adjourn the 
          Special Meeting to a later date, which will give the Chiquita Board time 
          to consider other alternatives for the Company, including the 
          Cutrale-Safra Proposal. 

    Media Contact:

    Jeremy Fielding/Stef Goodsell

    Kekst and Company

    (212) 521-4858/4878

    Jeremy-fielding@kekst.com/Stef-goodsell@kekst.com

    Investor Contact:

    Scott Winter / Arthur Crozier

    Innisfree M&A Incorporated

    (212) 750-5833

    Cavendish Global Limited and Cavendish Acquisition Corporation (collectively, “Cavendish”), which are jointly owned by affiliates of the Cutrale Group and the Safra Group, and their respective directors, executive officers and certain employees may be deemed, under rules of the Securities and Exchange Commission (“SEC”), to be participants in the solicitation of proxies from Chiquita shareholders in connection with Chiquita’s Special Meeting of Shareholders. Information about the interests in Chiquita of Cavendish and their respective directors, executive officers and employees are set forth in a preliminary proxy statement that was filed with the SEC on August 15, 2014 (the “Cavendish Proxy”).

    Investors are urged to read the Cavendish Proxy which is available now, and the definitive proxy statement and any other relevant documents filed with the SEC when they become available, because they contain (or will contain) important information. The Cavendish Proxy, and any other documents filed by Cavendish with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. The Cavendish Proxy and such other documents may also be obtained free of charge by contacting Innisfree at: (212) 750-5833 or 501 Madison Avenue, 20th Floor, New York, New York 10022.

    About Cutrale Group

    The Cutrale Group is one of the most highly regarded agribusiness and juice companies in the world. It is one of the world’s leading orange juice processors for frozen concentrated orange juice and not-from-concentrate fresh juices, accounting for over one-third of the $5 billion orange juice market. The Cutrale Group’s global business operations include oranges, apples, peaches, lemons and soybeans. Cutrale Group operations have a vast network and knowhow of farms, processing, technology, sourcing, distribution, logistics, and marketing of juices and fruits.

    About Safra Group

    The Safra Group is an international group of companies and assets controlled by Joseph Safra. The Safra Group, with assets under management of over $200 billion and aggregate stockholder equity of approximately $15.3 billion, operates banks and invests in other businesses across North and South America, Europe, the Middle East and Asia. Throughout these markets, Safra has deep, long-term relationships with major market participants, enabling it to greatly enhance the value of the competitive position of the businesses in which it invests.

    SOURCE The Safra Group; The Cutrale Group

    
    

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    Brazilian companies launch proxy fight to acquire Chiquita – Charlotte Observer

    Two Brazilian companies are taking their effort to acquire Charlotte-based Chiquita Brands International directly to shareholders, as they launched a proxy battle Friday to gather shareholder support for their bid.

    Cutrale and Safra Group are trying to preempt Chiquita’s upcoming merger with Fyffes, an all-stock deal that would create ChiquitaFyffes, the world’s largest banana company. Chiquita has called a special meeting Sept. 17 for shareholders to vote on the Fyffes deal.

    On Monday, the Brazilian companies made an unsolicited upset bid to acquire Chiquita for $610 million. Chiquita’s board of directors on Thursday voted unanimously to reject the deal and stick with Fyffes.

    In a securities filing late Friday, Cutrale and Safra urged shareholders to vote against a combination of Chiquita and Fyffes.

    “We believe that a vote “against” the Fyffes transaction proposal will send a message to the Chiquita board of directors that Chiquita shareholders do not support the proposed Fyffes combination,” the companies wrote in their message to shareholders.

    “These proxy materials enable Chiquita shareholders to send a clear message to the Chiquita Board that its failure to enter into discussions with Cutrale-Safra and its decision to reject the superior Cutrale-Safra proposal is simply a continuation of their track record of failed strategic decisions and shareholder value destruction,” the companies wrote.

    A Chiquita spokesman could not immediately be reached.

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    Proxy Adviser to Let Companies Verify Some Data – Wall Street Journal (blog)

    Score one for businesses unhappy with Institutional Shareholder Services.

    Bowing to criticism, the nation’s biggest proxy adviser will soon let U.S. companies verify key datapoints that ISS uses in deciding whether to support an equity plan headed for investor approval.

    The move partly reflects companies’ requests “for greater visibility’’ about how ISS operates, it said Thursday.  Companies filing proxy statements after Sept. 8 can use the new data verification process. “The long-term goal is to continue adding datapoints” for verification, said Carol Bowie, ISS’s head of research for the Americas.

    The initial verification process hopefully reflects “a renewed focus on improving ISS’s accuracy and analyses,’’ said Tim Bartl, a longtime critic who’s president of the Center on Executive Compensation.

    ISS is taking action weeks after U.S. securities regulators issued guidance for firms that advise shareholders on corporate ballots. The guidance, released in late June by the staff of the Securities and Exchange Commission, aims to require proxy advisers to better disclose potential conflicts of interest.

    But ISS began work on its data verification project late last year, Ms. Bowie said.

    Write to Joann Lublin at joann.lublin@wsj.com.

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