Alta, Wyoming--(Newsfile Corp. - April 4, 2024) - J. Carlo Cannell, the Managing Member of Cannell Capital LLC, sent the following letter to Sharecare, Inc. Director Mr. Alan G. Mnuchin on Thursday April 4, 2024.
A copy of Mr. Cannell's letter to Mr. Mnuchin follows below.
April 4, 2024
Mr. Alan G. Mnuchin
Sharecare, Inc.
255 East Paces Ferry Road NE
Atlanta, GA 30305
Dear Mr. Mnuchin,
On October 12, 2023, Sharecare, Inc. ("SHCR") received an acquisition bid from Claritas Capital for cash consideration between $1.35 and $1.80 per share, the midpoint of which represents a 140% premium above today's stock price.
Why is the Special Committee dilly-dallying and "continuing to actively evaluate multiple proposals for a potential sale transaction as well as developing alternative value-creation opportunities" as stated in SHCR's March 28, 2024, earnings release?
"The special committee is dedicated to being methodical in their review with the goal to maximize shareholder value." Is it really? A bird in the hand is worth two in the bush. Hit Claritas' bid - or a higher one - now. The formation of a Special Committee alone does not release the board of a public company from its duty of service to owners. Acting to maximize shareholder value does.
The stock price of SHCR is down 95% from peak to trough. My hunch is that there are other bids well above the current price (but this is pure speculation based upon SHCR's public disclosures of "multiple proposals for a potential sale transaction and alternatives thereto").
Failing to immediately accept the highest bid in the most liquid manifestation represents a grave breach of your duty of service to owners. When a company takes public capital, the board abdicates its sovereignty. You should not need any special advisors to do the right thing.1
Sincerely,
/x/
J. Carlo Cannell
Managing Member
1 A secondary fall-out of your inaction is a significant risk to your reputation and that of your brethren. Don't be that person who is thrown off the board prior to a company's sale.
CONTACT INFORMATION
Stephen C. Wagstaff
1-307-733-2284
scw@cannellcap.com