InfoSpace responds to Sandell Asset Management's criticism, possible nomination of directors

By Lisa Kerner

Charlotte, N.C., March 19 - InfoSpace, Inc. said it intends to nominate three directors for election to its board of directors at its annual shareholders' meeting.

Sandell Asset Management, with an 8.8% stake in the company, along with Castlerigg Master Investments, a 4.8% owner, said it is considering nominating, in person or by proxy, an alternative slate of directors for election to InfoSpace's board. The nominees include Nick Graziano, Jonathan R. Macey and Paul L. Schaut, according to an amended schedule 13D filing with the Securities and Exchange Commission.

InfoSpace's announcement came following criticism by Sandell Asset Management, its largest shareholder, that the company lacked a plan for returning capital to shareholders.

Sandell Asset Management urged the company to return $300 million to shareholders in the form of a $200 million Dutch tender offer and a $100 million special dividend, according to a schedule 13D filed with the SEC on March 12.

"We are always interested in the views of our shareholders and appreciate those expressed by Sandell Asset Management in our conversations with them," InfoSpace chairman and chief executive officer Jim Voelker said in a company news release.

"We look forward to continuing our dialogue. Our board and management team are mindful of the mandate to deliver high performance and shareholder returns. We regularly review the company's business plan and the value inherent in that plan - and will take a measured and decisive approach to continuing to do what we believe is in the best interests of all shareholders."

Bellevue, Wash.-based InfoSpace develops technologies that assist in locating content on the Internet.

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