Edenbrook Capital, LLC (together with its affiliates, “Edenbrook”), one of the largest public shareholders of Hemisphere Media Group, Inc. (NASDAQ:HMTV) (“Hemisphere” or “the Company”), with ownership of approximately 14.94% of the publicly traded A shares and 7.65% of the total company, including the privately held, super-voting B shares, today announced that it has delivered the following letter to the Members of the Special Committee of the Board of Directors of Hemisphere.
August 15, 2022
Sonia Dulá
Rick Neuman
John Engelman
The Members of the Special Committee of the Board of Directors
Hemisphere Media Group, Inc.
Dear Sonia, Rick and John:
Our firm, Edenbrook Capital, LLC, is writing this letter as a follow-up to the one we sent to Chairman Peter Kern on May 16, 2022 (“May 16 letter”) and to one we sent to you, the Special Committee, on June 8, 2022 (“June 8 letter”). We are once again addressing this letter to you, the independent members of the Board of Directors who sat on the Special Committee that blessed the proposed transaction for Hemisphere Media Group, Inc. (“the Company” or “Hemisphere”) to be taken private by insiders (the “Insider Takeover”). In our previous letters we highlighted how the proposed Insider Takeover by Searchlight Capital Partners, L.P.1 (“Searchlight”) dramatically undervalues the Company. In this letter we aim to demonstrate multiple troubling examples of how Searchlight appears to have abused its position as insider owners of Hemisphere and, by extension, how we believe the Special Committee abrogated its fiduciary duty to public shareholders by allowing Searchlight to run roughshod over the process in a way that favored Searchlight at the expense of public shareholders.
