Firms Advise Fisher Shareholders to Block Gamco Gambit

Maneuver would limit acquisition flexibility
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SEATTLE: Fisher Communication said today its advisers have recommended a “no” vote on a proposal from an institutional investor wanting to limit Fisher’s ability to buy assets.

RiskMetrics Group, Glass Lewis & Co. and Proxy Governance Inc. said a proposal to require shareholder approval on acquisitions exceeding $25 million should be nixed. The idea was set forth by Gamco Investors of Rye, N.Y., Fisher’s largest investor with a 20 percent share.

Gamco chief Mario Gabelli told Bloomberg that Fisher overpaid when it spent $55 million last year for two TV stations in Bakersfield, Calif. He was moved to seek a larger presence on Fisher’s board when the company didn’t disclose an offer to be acquired. Fisher last month agreed to nominate two of Gabelli’s people to its board election at the annual meeting, scheduled April 28.

Fisher’s adviser Glass Lewis said shareholders “should not be involved in the day-to-day activities of the company. The NASDAQ… has a rule requiring shareholder approval for acquisitions involving stock issuances in excess of 20 percent of a company’s outstanding stock. While we note that all stock issuances do dilute shareholders, we believe that management and the board should be given the flexibility to engage in less substantial acquisitions without shareholder approval.”

Glass said the proposal would limit Fisher’s ability to compete with other bidders on good deals that could benefit shareholders.

Proxy Governance said Fisher did not have a history of “profligate acquisitions,” and that the company was generally responsive to shareholders.

Colleen Brown, president and CEO of Fisher said she was pleased with the verdict.

“We remain focused on running our existing business as efficiently and effectively as possible and would only explore large acquisitions at attractive valuations that are accretive to shareholder value, such as duopolies,” she said. -- Deborah D. McAdams