Arlo Technologies Reaches Cooperation Agreement with VIEX Capital Advisors
April 30 2019 - 4:23PM
Business Wire
Engages Deutsche Bank in Connection with
Strategic Review
Arlo Technologies, Inc. (NYSE: ARLO), the #1 internet connected
camera brand in the U.S.,1 today announced that it has entered into
a cooperation agreement with VIEX Capital Advisors, LLC and certain
of its affiliates (collectively, “VIEX”), which owns approximately
9.7% of the outstanding shares of Arlo’s common stock.
Under the terms of the cooperation agreement, Arlo has agreed to
increase the size of its board of directors from six to seven and
to appoint an independent director recommended by VIEX to fill the
vacancy created as a result of such expansion. The new director
will be appointed as a Class II director, with a term expiring at
Arlo’s 2020 annual meeting of stockholders, within the next five
business days.
The Arlo board of directors has also approved commencing a
comprehensive strategic review, with the purpose of evaluating a
wide range of strategic alternatives available to Arlo to optimize
the value of Arlo and to improve returns to its stockholders. The
Board has engaged Deutsche Bank Securities Inc. in connection with
the strategic review. The cooperation agreement provides that, as
part of the strategic review, Arlo will form a special committee of
the board which will include the new director and oversee the
review process. The board has also agreed to reduce its
compensation in order to better align with stockholders.
Matthew McRae, Chief Executive Officer of Arlo, stated, “The
board is laser focused on improving Arlo’s business and maximizing
value for all shareholders. This announcement and settlement
agreement demonstrate our commitment to that focus. We look forward
to working with our new director whose skills compliment the
current board as we focus on our dual path of executing against our
operational objectives and pursuing strategic alternatives. We
appreciate the constructive dialogue we have had with VIEX and are
pleased to have reached this agreement with them.”
Eric Singer, the Founder and Managing Member of VIEX, said “This
settlement and the board’s actions show alignment with
shareholders, and the establishment of a strategic committee in
conjunction with a banker is an important step to maximize
shareholder value. We were pleased to have reached this agreement
today that aligns with stockholders and explores all options to
maximize value.”
Under the terms of the cooperation agreement, VIEX has agreed,
among other things, to customary standstill provisions and to vote
its shares in support of the election of Arlo’s director candidates
at the 2019 annual meeting of stockholders, subject to certain
exceptions.
The board has not set a timetable for the conclusion of its
review of strategic alternatives. Arlo does not intend to comment
further on the strategic review process unless and until the board
has approved a specific course of action or Arlo has otherwise
determined that further disclosure is appropriate or required by
law. There can be no assurance on the outcome or results of the
review of strategic alternatives.
The complete agreement between Arlo and VIEX will be filed as an
exhibit to a Current Report on Form 8-K with the Securities and
Exchange Commission.
About Arlo Technologies, Inc.
Arlo is the award-winning, industry leader that is transforming
the way people experience the connected lifestyle. Arlo's deep
expertise in product design, wireless connectivity, cloud
infrastructure and cutting-edge AI capabilities focuses on
delivering a seamless, smart home experience for Arlo users that is
easy to setup and interact with every day. The company's
cloud-based platform provides users with visibility, insight and a
powerful means to help protect and connect in real-time with the
people and things that matter most, from any location with a Wi-Fi
or a cellular connection. To date, Arlo has launched several
categories of award-winning smart connected devices, including
wire-free smart Wi-Fi and LTE-enabled cameras, advanced baby
monitors and smart security lights.
Arlo Technologies, Inc., Arlo and the Arlo logo are trademarks
and/or registered trademarks of Arlo Technologies, Inc. and/or
certain of its affiliates in the United States and/or other
countries. Other brand and product names are for identification
purposes only and may be trademarks or registered trademarks of
their respective holder(s). The information contained herein is
subject to change without notice. Arlo shall not be liable for
technical or editorial errors or omissions contained herein. All
rights reserved.
Safe Harbor
This press release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995. The words "anticipate," "expect," "believe," "will," "may,"
"should," "estimate," "project," "outlook," "forecast" or other
similar words are used to identify such forward-looking statements.
However, the absence of these words does not mean that the
statements are not forward-looking. The forward-looking statements
represent Arlo Technologies, Inc.'s expectations or beliefs
concerning future events based on information available at the time
such statements were made and include statements regarding the
appointment of a new director and the outcome of a strategic review
process. These statements are based on management's current
expectations and are subject to certain risks and uncertainties,
including the following: future demand for the Company's products
may be lower than anticipated; consumers may choose not to adopt
the Company's new product offerings or adopt competing products;
and product performance may be adversely affected by real world
operating conditions. Further, certain forward-looking statements
are based on assumptions as to future events that may not prove to
be accurate. Therefore, actual outcomes and results may differ
materially from what is expressed or forecast in such
forward-looking statements. Further information on potential risk
factors that could affect Arlo and its business are detailed in the
Company's periodic filings with the Securities and Exchange
Commission, including, but not limited to, those risk factors
described in the Company's Annual Report on Form 10-K for the year
ended December 31, 2018. Given these circumstances, you should not
place undue reliance on these forward-looking statements. Arlo
undertakes no obligation to release publicly any revisions to any
forward-looking statements contained herein to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Source: Arlo-F
1 The NPD Group, Inc., U.S. Retail Tracking Service, Security
& Monitoring, Camera Technology: Decentralized IP Camera and
Centralized IP Camera, based on Dollars, Jan 2018-Dec 2018
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version on businesswire.com: https://www.businesswire.com/news/home/20190430006200/en/
Media Relations:press@arlo.com949-438-1088
Investors:Arlo Investor RelationsErik Bylin,
510-315-1004investors@arlo.com
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