In reading the proxy I found these two excerpts amusing.
I think that the conflict of interest statement is self explanatory. The entire merger has been proposed to benefit the lucky few who will continue to receive exorbitant salaries and stock options (just in case this blind squirrel ever does stumble on to an acorn).
The statement on merger savings and synergies is a complete joke. $12 million in savings out of a proposed $500 million a year company? Sorry, but this won�t hardly make a dent in the combined operating losses the two companies have incurred in recent history. Beyond this, the proxy states that the cost of implementing the merger is anticipated to be about $ 10 million. In effect this entire debacle has been undertaken to save $ 2 million over the next year.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
In considering the recommendations of the Boards of Directors of National Media and ValueVision with respect to the Merger, the holders of National Media Common Stock and National Media Series B Stock and the holders of ValueVision Common Stock should be aware that certain members of management of each of National Media and ValueVision and of the National Media Board of Directors and the ValueVision Board of Directors have interests in the Merger that are different from, or in addition to, the interests of the holders of National Media Common Stock, National Media Series B Stock and ValueVision Common Stock generally. The Boards of Directors of each of National Media and ValueVision were aware of such interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated thereby.
ESTIMATED COST SAVINGS AND SYNERGIES
National Media and ValueVision believe that the Merger will result in approximately $12.0 million in annualized cost savings and improvements attributable to operating synergies. These savings are expected to be derived from the following: the consolidation of telemarketing, customer service and order fulfillment facilities located in the United States; the utilization of ValueVision's television home shopping programming for product testing; utilization of excess capacity of ValueVision's in-house production capabilities; the integration of management information systems; and the elimination of duplicative overhead and administrative expenses. Upon consummation of the Merger, Quantum Direct intends to review National Media's and ValueVision's respective assets, businesses, operations, properties, policies, corporate structures, capitalization and management in order to identify any additional synergies, operating efficiencies and cost savings.