Vertrue's largest shareholder disagrees with valuation of the company

By Lisa Kerner

Charlotte, N.C., June 21 - Vertrue, Inc.'s largest shareholder, Brencourt Advisors, LLC, sent a letter to chief executive officer Gary Johnson on Thursday expressing what Brencourt believes "to be fundamental errors in the valuation of the company by Jefferies Broadview and the failure of the company to adequately investigate alternatives to the proposed acquisition by One Equity Partners."

The shareholder thinks the alternatives are feasible and will provide greater shareholder value, according to a schedule 13D filing with the Securities and Exchange Commission.

Brencourt has beneficial ownership of over 28% of Vertrue's common stock.

"Given your brazen attempts to stonewall us and to push through the acquisition by a group led by One Equity Partners, I feel compelled to address the company's response to our letter in this open forum," the letter, signed by Brencourt head William Collins, stated.

According to Collins, Broadview was not the right company to advise Vertrue due to its lack of the balance sheet and debt experience "necessary to properly help the company secure the best price possible."

"Should you persist in these tactics designed to transfer long-term value from shareholders to management and private equity interests, we will be forced to nominate a new board ahead of the next shareholder meeting that can properly represent shareholders' long-term interests," the letter said.

On March 22, Vertrue entered into a definitive agreement to be acquired by members of the company's management and an investor group including One Equity Partners, Oak Investment Partners and Rho Ventures for $48.50 per share in a transaction valued at about $800 million. Gary Johnson would remain in his role as Vertrue's chief executive officer.

Vertrue is an internet direct marketing services company located in Norwalk, Conn.

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