EX-1 2 finalactgfightletter4.htm LETTER#4 finalactgfightletter4
PROTECT THE VALUE OF YOUR INVESTMENT BY VOTING THE WHITE PROXY CARD TODAY FOR LOUIS GRAZIADIO AND FRANK “TED” WALSH June 4, 2018 Dear Fellow Acacia Stockholders, Over the past few years, Acacia has successfully implemented an incredible turnaround under the guidance and leadership of our Executive Chairman, Louis Graziadio, and the Chairman of our Strategic Review Committee, Ted Walsh. Since 2016 Acacia has undertaken an extensive operational and organization restructuring to reduce costs, efficiently monetize existing IP assets and diversify into investing in growth technology companies. Major accomplishments include: > Generated more than $280 million in revenues and $108 million in cash from operations1 > Substantially reduced fixed G&A run-rate expense by 56% and lowered headcount by 70% > Invested in Veritone and generated a 90%+ unrealized return for Acacia stockholders2 > Invested in Miso Robotics and generated a 44%+ unrealized return for Acacia stockholders3 > Attracted world-class technology investors to a substantially refreshed Board to help execute the Company’s next phase of profitable growth To keep this momentum going, we need your help and your vote. Two activist hedge funds are seeking to put their hand-picked representatives on the Board to alter the course we are on. We believe replacing our successful, dedicated investor-directors with the activists’ associates will do lasting harm to Acacia and put your INVESTMENT AT RISK. Please return the WHITE proxy card today and vote “FOR” the Acacia nominees: LOUIS GRAZIADIO. Mr. Graziadio has decades of experience in technology investing, turnarounds, restructurings, spin-offs and IPOs. He was elected Acacia’s Executive Chairman by the Board of Directors in August 2016 and has recently purchased approximately $5.4 million worth of Acacia shares in the open market as a demonstration of commitment and support for the future of our Company. FRANK (TED) WALSH. Mr. Walsh is a seasoned investor with deep experience in originating, financing, monitoring and exiting private equity investments. Mr. Walsh joined Acacia’s Board in April 2016 and is currently the Chairman of the Board’s Strategic Review Committee. He too has recently purchased Acacia’s stock in the open market valued at approximately $1.6 million. We are excited about the opportunities that are ahead of us and believe that the continued leadership of Acacia’s highly-qualified nominees, Mr. Graziadio and Mr. Walsh, is crucial to the good work being done to help improve Acacia’s business and create stockholder value. Thank you for your continued support. Unanimously, The Board of Directors of Acacia Research


 
Vote the enclosed WHITE Proxy Card Today Voting on any other proxy card will disrupt the progress we have been making in repositioning Acacia. Voting for the representatives of the hedge funds will put your INVESTMENT AT RISK. Even if you previously voted on the blue proxy card, you can still change your vote by voting on the enclosed WHITE proxy card today! There are several reasons why you should vote on the enclosed WHITE proxy card: Our Board has made tremendous progress in diversifying Acacia and turning it around after unforeseeable changes in patent law wreaked havoc on our patent licensing business. Mr. Graziadio leads the Board and the management team today and is deeply involved in identifying promising partnership and investment opportunities for Acacia. Mr. Walsh leads our Strategic Review Committee and has been integral in our two extremely successful investments in Veritone and Miso Robotics. Although the activist hedge funds and their nominees are quick to criticize our past, none of them has said what they would have done differently, or what they intend to do going forward. The activists have never stated what they intend to do with your Company or its assets if they get elected to the Board. Do they intend to continue our plan of efficiently prosecuting patent cases and investing in promising technology companies? Since they don’t have the requisite skills to do either, they must have another plan. But we don’t know what that is! Our nominees, Mr. Graziadio and Mr. Walsh, have purchased approximately $7.0 million worth of Acacia stock in the open market with their own funds. They want the stock to go up, just like you do. The activist hedge fund nominees own no Acacia stock whatsoever and are not aligned with you. Neither of the activist hedge fund nominees knows anything about the patent licensing and enforcement business. We generated over $60M in revenue last quarter from that business alone and yet they have expressed COMPLETE DISINTEREST in even discussing that business! Other than a lawsuit that arose from his disruptive behavior on a cross-country flight (that led to him being removed from the plane by the police), Mr. Press appears to know little about litigation, which is still the core of what we do. How will he help the Company build value? We made an extremely successful investment in Veritone − which has generated more than $50 million in unrealized profits for Acacia − but the activist hedge funds and their nominees admit they did not like that investment and would have sold it long ago, at much lower prices and foregoing any potential for profits. We don’t need that sort of ill-informed, short-sighted and overall poor judgment on Acacia’s Board. PROTECT THE VALUE OF YOUR INVESTMENT BY VOTING THE WHITE PROXY CARD TODAY


 
Protect the Value of Your Investment Vote the WHITE proxy card today “FOR“ Acacia Research Corporation’s two experienced and highly-qualified director nominees Louis Graziadio Frank (“Ted”) Walsh Our two incumbent directors up for election this year, Louis Graziadio, Executive Chairman and Frank (“Ted”) Walsh, are significant personal investors in Acacia and bring critical experience to the Board. LOUIS FRANK (“TED”) GRAZIADIO WALSH EXECUTIVE CHAIRMAN DIRECTOR SINCE DIRECTOR SINCE FEBRUARY 2002 APRIL 2016 EXECUTIVE CHAIRMAN SINCE COMMITTEES AUGUST 2016 STRATEGIC REVIEW COMMITTEE (CHAIR) COMMITTEES STRATEGIC REVIEW COMMITTEE UNIQUE QUALIFICATIONS UNIQUE QUALIFICATIONS > In depth experience with technology investing > Extensive business experience as an operating and technology companies, as well as in executive and as a board member at public and restructurings of both private and public privately-held companies companies, and corporate spin-offs and IPOs > Deep experience in originating, financing, monitoring > Successful track record as an executive, investor and exiting private equity investments in the and board member of public and privately-held technology industry companies > Deep investment expertise developed during his long career at Jupiter Capital Management Partners, > Currently, public company board member of LLC and WR Capital Partners, LLC World Point Terminals, Inc. and Veritone, Inc. > Purchased $1.6 million worth of Acacia shares in the > Purchased $5.4 million worth of Acacia shares in open market the open market


 
GET TO KNOW LOUIS GRAZIADIO Can you tell us about your role at Acacia? What other alternatives for the patent licensing business did you consider? I stepped into a temporary leadership role at Acacia on December 18, 2015, after, against expectations, the We looked at several alternatives and explored each one company lost a major court case with Alcatel and our in detail. The two most obvious possibilities were to either two most senior executives left. At that time, I put aside sell our patents business or simply close it. all my other executive activities to focus on Acacia, with We had extensive discussions with several parties who no additional compensation. Acacia was rocked by this had looked at buying or financing patent portfolios in the surprising verdict and the Board felt that I was the most past. These discussions did not lead anywhere. In each qualified person to steady the ship at an exceptionally case, the potential buyers would only buy the patents if difficult time. the liabilities pertaining to the patents effectively stayed My leadership role was formalized when I was made with Acacia. This would make no economic sense for our Executive Chairman in August 2016 and since then I have stockholders. continued to dedicate myself full time to the company. The other idea — shutting the business and deploying You could easily have described me as the Chief our cash elsewhere — is simply impossible from a legal Restructuring Officer for a while. As soon as I became an and practical point of view. As a patent licensee, we executive, I implemented a substantial and transformative have obligations to our patent partners to monetize their restructuring of our patent business which, due to intellectual property including enforcing their patents changes in law and legal process, had become much less in the courts when necessary. We cannot simply renege profitable and involved much higher risk, as evidenced by on these legal obligations. Also, we are a defendant in the court loss in late 2015. a number of lawsuits and settling those quickly just to We had to cut our employee base by 70% to just 13 get out of the business would not make economic sense people, reduce fixed costs, and manage numerous either, even if it was practically and legally possible. lawsuits in which the risk/reward benefit was negatively When the activist hedge funds recommend that we use impacted. We were involved with hundreds of lawsuits at our cash and proceeds from asset sales to repurchase the time. Now we are focused on the most promising 50 stock, they fail to understand the need for us to maintain or so. This was an arduous, careful, and exacting process, an appropriate cash balance to run our business. We to preserve the maximum value out of our remaining IP must have a reasonable balance of cash to be credible assets, but we have been successful, generating $108 as an enforcer of our patent rights. We are often going million of cash from operations since 2016. against some of the largest companies in the world at the The other change I initiated, with the help of Ted same time, such as Apple, and we must have the liquid Walsh and the other members of the Board, was financial resources to fight them effectively in court cases diversifying our business away from investing in that can last years. It also should be understood that as technology patents to investing in and partnering with a defendant in several lawsuits, we need to keep cash to technology companies. Technology investing has been fight those cases and the ability to make payments if we in Acacia’s DNA since it was formed in 1993. Having lose. been at the center of technology innovation for 25 years, Acacia has a vast network of relationships and contacts, Can you help us understand the investing / so we are able to source investment and partnering partnering business? opportunities better than most. This is demonstrated This is a natural diversification for us. We have taken in the success of our investments in Veritone and Miso our core strengths as established technology investors Robotics. with an extensive network of relationships and are now taking advantage of our large amount of tax assets and Now, with Acacia on a firm footing, we are in a position providing our stockholders access to attractive private to recruit the right CEO to take us even further. I expect to company investments that they would not otherwise go back to being an independent director by year end. have. In aggregate, we have invested $63 million and, based upon current valuations, these investments are now


 
worth $120 million. Given the stage of the companies that avoiding a protracted fight, the Board offered Mr. Tobia a we are investing in, we fully recognize that not all of our board seat. As you know, he declined our offer. investments will be this successful; but we are proud of what we have achieved so far and are very excited about I also had a meeting with the activist hedge funds’ other potential investments we have in the pipeline. nominee, Clifford Press, to learn what I could from him. Once again, I was struck by how little he knew about our business and how little thought had been given to the very What has been your engagement with the activist hedge funds and their nominees? difficult conditions in the patent licensing industry or our best future direction. We are very welcoming of input and feedback from all of our stockholders. Due to Mr. Press’ hostile engagement with us, we took the time to do some background checking on his conduct and I recently had lunch with Brad Radoff who runs BLR track record on other Boards. We spoke to five different Partners. I tried several times to get his input on what we people who have been on various Boards with Mr. Press have been doing at Acacia and what he would have done and the impression that we came away with is one of an differently. I also tried to get some impression of how he abrasive, willful and closed-minded individual. One of the thinks the company should be run in the future. Each time, people we spoke to referred us to his litigation against a Mr. Radoff declined to provide substantive feedback. major airline and his seemingly bizarre behavior that led him to be declared a “class 1 security threat” by the airline. We understand that a proxy contest is not the most productive use of the Board’s time or the best way to We believe Mr. Press is not, and cannot be, an effective increase Acacia’s stock price. We have been working very Board member and business leader. His track record of hard to achieve an amicable, collaborative conclusion on performance on the other Boards he has served reaffirms behalf of all stockholders. As part of this process, I recently this conclusion. As you know, Glass Lewis recommends had dinner with Alfred Tobia, a nominee and a managing that stockholders withhold their vote from Clifford Press. member of Sidus, to try to negotiate a settlement that would end the proxy contest. He also did not offer much insight in what we should be doing differently. Notwithstanding my disappointment, in the interest of THE BOARD RECOMMENDS THAT YOU vote your shares “FOR” the Board’s experienced and highly- qualified director nomineeson the WHITE proxy card today.


 
GET TO KNOW FRANK (“TED”) WALSH Can you tell us about how you came to join the The Board concluded that given our experience in Acacia Board? investing in growth technologies, strong sourcing When the Acacia directors were formulating their strategy and expert networks and financial assets, the optimal to stabilize and reposition the business in 2016, they diversification strategy was for Acacia to invest in growth realized that, consistent with the changes to Acacia’s technology companies in sectors in which Acacia could business, the Board needed to be substantially refreshed. apply its technology expertise and IP experience, while Fresh perspectives and deeper knowledge of private maximizing the efficiency of our core operations and company investing, acquisitions and dispositions were maintaining a strong balance sheet for our ongoing IP required. As part of the search, I was the first of four new litigation activities. Instead of investing in technologies, independent directors appointed. we are investing in technology companies. I first met Mr. Graziadio when we were serving on the Consistent with our new strategy, we have made Board of World Point Terminals. I take my board service important investments in Veritone, Inc. and Miso very seriously and devote a lot of time to the Boards Robotics, Inc., both of which have shown early success. that I am on. Louis thought that my experience as a By continuing to follow this strategy, we now have a clear board member and corporate investor with expertise in plan to transform Acacia and create sustainable long-term evaluating, structuring and negotiating private equity value for our stockholders. investments and financings would be a strong addition to the Board’s existing skill set. And, I have to say that Louis’ How does the Board’s plan differ from Sidus’ and passion for Acacia and its opportunities is infectious. I BLR’s approach? then met the other Board members and after a thorough Sidus, BLR Partners and their nominees have not interview process I was appointed. communicated any operating plan or credible ideas for improving Acacia. We have spent a significant amount of Can you give a high-level overview of how the Board time with them, beginning in October 2017, in person, developed its plan to transform Acacia? by phone and via email to find a constructive resolution The Board has taken strong and decisive actions to to their disruptive campaign. Despite the fact that our address the industry and business challenges we’ve meetings have been cordial and professional, it has faced. In 2016, we began to achieve a significant amount become evident to us that Sidus and BLR, and their of progress when we started to execute our new strategy director nominees, lack a fundamental understanding to diversify into activities other than patent enforcement of the patent enforcement business as well as Acacia’s and licensing. strategic investment initiatives. As Louis mentioned, we initially conducted a thorough I have been a Board member of several public and evaluation of alternative strategies that Acacia could private companies and I have found that fostering a adopt to make use of our technology industry knowledge, boardroom environment where directors can add their experience, cash, tax assets and relationships. The Board experience to discussions while challenging assumptions determined that we still had valuable patent assets through civil debate is very effective. Based on the lack and ongoing litigation (including litigation in which the of any operating plan and their poorly-advised short- Company is a defendant), making it extremely difficult term financial plan, we don’t see that happening with to simply exit the patent business or to sell its assets. We the hedge funds’ nominees. I also doubt whether the had many conversations, some very serious, with potential activists’ representatives will be very collaborative in the buyers of our patents, but no attractive offers emerged. boardroom. I should note that we have generated significantly more How involved are you as a Board member? cash flow from our patent portfolios than we would have otherwise received from any of the proposals we received As Chairman of the Strategic Review Committee, I for selling the same patent portfolios. am responsible for our investment process and other strategic initiatives. The other directors and I work


 
tirelessly to assist Acacia’s small management team really no different than a bonus pool, which I understand in executing the Company’s business plan, helping to Acacia has been using for many, many years. Contrary to improve operating performance and lowering costs what the activist hedge funds claim, structures like AIP are at a critical time in Acacia’s history. We only have four often used as stockholder-aligned incentive programs. In executives, including Louis, and we are all actively our case for example, if Veritone generates $83 million of engaged. In my opinion, this is the main reason it would profit for Acacia, our four executives responsible for the be such a mistake for Louis and me to leave the Board investment will share $5 million (or 6%) of these profits. while there is still much work to be done. You have purchased a significant amount of Acacia’s Acacia is a well-run, efficient organization with only 13 stock in the open market. Why do you believe Acacia employees. This Board goes well-beyond what is typically is such a good investment? expected of a public company board. We are a small I believe in Acacia and I believe in our strategy. As a group of serious professionals who hold many informal large stockholder, I am fully aligned with the interests Board meetings during any given quarter. Several of us of other stockholders, and my purchases reflect my have also been very actively engaged in the technology, confidence in Acacia as a sound investment. There are licensing, litigation, investment decision making and exciting investment opportunities for Acacia in the areas other operations of the business and, as a result, we have such as artificial intelligence (AI), machine learning, developed a deep understanding of the Company’s core machine vision, robotics, blockchain, and other potentially capabilities and strengths, which helps tremendously disruptive technologies. I have invested a significant during the Board’s strategy and business diversification amount of money into Acacia because I fundamentally discussions. believe there is substantial upside potential for this company. What other aspects of managing Acacia have you been involved in? I think you’d be hard-pressed to find many directors at When I joined the Board in 2016, I helped Acacia revamp publicly-traded companies who have demonstrated their its compensation program. In response to stockholders’ faith in the future of a company with stock purchases like dissatisfaction with the company’s program as expressed our Board has made. Our directors and management at our 2015 annual meeting, we hired Pearl Meyer to team collectively own 11% of Acacia’s stock – we’re fully completely redo it. I am very proud of the fact that we aligned with our stockholders and focused on building received 97% positive votes for say-on-pay in 2017. By the long-term value. In fact, Louis and I have collectively way, that vote was for the onboarding options package purchased more than $7 million worth of Acacia’s stock that was awarded to Louis when he formally became in the open market as a sign of our commitment and Executive Chairman. The activist hedge funds seem support for the future of our company. to like to complain about it, but it was overwhelmingly supported by stockholders as well as the leading proxy In comparison, Clifford Press, one of the activists’ vote advisors ISS and Glass Lewis. The fact is that due to nominees, owns no Acacia stock whatsoever. Why would the very high stock price vesting thresholds we put into somebody want to replace a committed board member, place for Mr. Graziadio’s options, it is not a particularly who is a large stockholder, with someone who has no generous plan. experience in our industry, has no articulated plan for our company, and has not bought even a single share of our If Acacia stock goes up 83% to $7.30, stockholders will stock? gain $180 million while Mr. Graziadio’s options will be worth $270,000. That analysis is curiously missing from the activist hedge funds’ many baseless grievances. But it is probably why the incentive program was so well supported by our stockholders. I would also like to add that I can make the same point about the AIP incentive plan. The AIP incentive plan is


 
Your vote is important, no matter how many shares you own. Protect your investment in Acacia Research Corporation by voting the WHITE proxy card today. Please refer to the enclosed WHITE proxy card for information on how to vote by telephone or by Internet, or simply sign and date the WHITE proxy card and return it in the postage-paid envelope provided and vote “FOR” all of Acacia Research Corporation’s director nominees. If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, Georgeson, toll-free at (888) 566-8006, or Mackenzie Partners, toll-free at (800) 322-2885. ABOUT ACACIA RESEARCH CORPORATION Founded in 1993, Acacia Research Corporation (NASDAQ: ACTG) is an industry leader in patent licensing and partners with inventors and patent owners to unlock the financial value in their patented inventions. Acacia bridges the gap between invention and application, facilitating efficiency and delivering monetary rewards to the patent owner. Acacia also leverages its patent expertise and background to partner with emerging disrup- tive technologies such as Artificial Intelligence, Robotics and Blockchain. Information about Acacia and its subsidiaries is available at www.acaciaresearch.com. Important Additional Information and Where to Find It This press release may be deemed to contain solicitation material in respect to the solicitation of proxies from the Company’s stockholders in connection with the Company’s annual meeting of stockholders. The Company has filed with the Securities and Exchange Commission (the “SEC”) and mailed to the Company’s stockholders its definitive proxy statement and WHITE proxy card relating to the annual meeting, as well as the Com- pany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 7, 2018, including all amendments thereto. The definitive proxy statement contains important information about the Company, the annual meeting and related matters. Stockholders may obtain a free copy of the definitive proxy statement and other documents that the Company files with the SEC on the SEC’s website, at www. sec.gov. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND ANY OTHER RELEVANT SOLICITATION MATERIALS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Acacia, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the annual meeting. Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company are set forth in the definitive proxy statement, the accompanying WHITE proxy card and other relevant solici- tation materials filed by the Company. These documents, and any and all other documents filed by the Company with the SEC, may be obtained by investors and stockholders free of charge on the SEC’s website at www.sec.gov. Copies are also available at no charge on the Company’s website at www.acaciaresearch.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This press release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements, including those related to capital needed for growth and the opportunities for growth, are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including the recent economic slowdown affecting technology compa- nies, our ability to successfully identify and acquire new patent assets, our ability to develop products, rapid technological change in our markets, changes in demand for our future products, legislative, regulatory and competitive developments and general economic conditions. Our Annual Report on Form 10-K (including amendments thereto), recent and forthcoming Quarterly Reports on Form 10-Q, recent Current Reports on Forms 8-K and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. 1Does not include impact of March 31, 2018 current liabilities of $49 million 2As of May 18, 2018 3As of May 18, 2018