Red Oak Partners Issues Open Letter to Digirad Corporation Shareholders About the Current Proxy Contest

Red Oak Partners Issues Open Letter to Digirad Corporation Shareholders About
                          the Current Proxy Contest

PR Newswire

NEW YORK, April 19, 2013

NEW YORK, April 19, 2013 /PRNewswire/ -- Red Oak Partners and the Red Oak Fund
L.P. (collectively "Red Oak") release the following letter to Shareholders of
Digirad Corporation (Nasdaq: DRAD) from Red Oak's Founder and Managing Member,
David Sandberg:

Dear Fellow Digirad Shareholders,

Red Oak has been one of Digirad's large shareholders for the better part of
the past 4 ½ years. We are in the midst of an important proxy contest against
Digirad's current Directors, whom we believe have not been fully honest with
you about their qualifications, and have instead dodged discussion about core
issues while making un-substantiated representations about their skills and

Additionally, Digirad has stated in its latest fight letter that "Red Oak just
wants to seize control without paying a premium". This is blatantly
misleading. Red Oak is NOT seeking control of Digirad's business. Our only
objective it to ensure that Digirad has a Board of independent directors that
have a vested interest in protecting shareholder value (and are not affiliated
with one another like Messrs. Eberwein, Gillman and Climaco). Red Oak publicly
commits to running an open independent process to review all strategic
alternatives. Moreover, shareholders have the right to know how it was
possible for Messrs. Gillman, Eberwein and Climaco, who we believe are very
close associates, to get control of Digirad's board without having to spend
any money of their own to buy Digirad shares. Who should shareholders trust:
the current Board, who not only lacks relevant experience and received board
control without investing a penny of their own funds, or Red Oak, a long term
shareholder that has invested over $2.5 million of our own capital in buying
Digirad shares?

A Brief History:

In late 2011 Red Oak, owning more shares than Digirad's collective Board (both
then and now), challenged Digirad's Board to effect overdue change given
material share price erosion while Directors enriched themselves and owned
little stock. After Digirad received Red Oak's nomination letter, Digirad
offered Red Oak three Board seats, provided incumbents retained control. Red
Oak rejected this offer. At the same time, Charles Gillman – an individual
claiming to work at a Tulsa family office – cold-called and solicited Red Oak,
asking to lead a contest against Digirad's Board using Red Oak's shares
because he owned none himself. Red Oak rejected Mr. Gillman's solicitation.

Shortly after this solicitation, Digirad's Board appointed four new Directors
- Charles Gillman, Jeff Eberwein, John Climaco, and Jim Hawkins. It is
important to note that none of the new Directors had any history of
challenging the then-incumbent Board nor sought any improvements in Digirad's
corporate governance as a condition to serving.

At the time of their appointment, not one of these four Directors:

a) Owned a single share of stock in Digirad – they were each new to the
Company, and we don't believe any of them had owned any Digirad stock at any
point in the past, either, through which they might have followed and learned
about the Company

b) Had any industry experience regarding Digirad's main business: digital

c) Led any strategic review process at a public micro-cap company

d) Had any track record or history turning around any company, whether
public or private

e) Had any track record of effecting meaningful governance improvements
or adopting insider ownership policies to align insiders with Shareholders

f) Had any expertise or meaningful experience regarding the utilization
of tax loss assets via IRS Section 382 (Digirad has $125 million in tax loss

Below we ask – publicly and in an open forum - relevant questions about and to
these Directors:

Charles Gillman, as the Chair of the Governance Committee:

  oWithin the past year, you and your business school colleague Jeff Eberwein
    contested election in at least four small companies together (note in your
    one successful contest at On Track Innovations, Ticker: OTIV, that since
    your election on Dec 31^st, 2012, the stock has declined approximately 37%
    to date). You and he also appear (according to SEC filings) to split
    purchases evenly in at least some of the companies you appear to be
    involved in together, rather than buying stock separately in the open
    market, as non-affiliated shareholders would do. Noting that a group can
    be defined as individuals "acting in concert," are you and Jeff Eberwein a
  oDo you believe that Directors should have relevant industry experience or
    appropriate skill-sets, or is it more important that you personally know
    them? We note that you recommended both Jeff Eberwein and John Climaco to
    Digirad's Board despite neither having any prior public Board, micro-cap,
    governance, digital imaging, turnaround, or other seemingly relevant
    experience (noting that you have micro-cap and some Board experience, but
    lack relevant experience in the other areas we mentioned). However, you
    appear to work with Mr. Eberwein and you introduced Mr. Climaco to join
    the Board of Infusystems at the same time as you, and the two of you
    recently resigned within a day of each other.
  oWhy did you approve a grant to fellow Director, Jim Hawkins, for two-fold
    more options compensation vs. that which other Directors received? Why,
    contrary to industry practice, has the reason for this substantial grant
    not been disclosed?

Charles Gillman and Jeff Eberwein:

  oIn Digirad's proxy it states that you both recommended Mr. Climaco to
    serve as a Director. Per publicly available information, in the past
    decade Mr. Climaco's primary experience was as a producer at Quokka -
    which went bankrupt - and as CEO of Axial - which sold its assets last
    year for less than 20% of funds raised.
  oGiven this history, why do you, through Digirad's filings, continue to
    laud his "substantial experience" and "fund-raising" capabilities (and why
    would a company seeking to buy stock need fund-raising, let alone from
    someone who appears to have lost significant money for his past
    investors?). Did you perform any form of adequate due diligence and did
    you know about his background and his performance record prior to your

Jeff Eberwein:

  oFor the record, what caused your departure from Soros, and why did you
    wait more than a year after leaving Soros before starting your own firm?
  oIn your fight letter you reference 20 years of experience creating value
    for shareholders, and suggest that you can introduce Digirad to new
    investors. We can find no record of you having created shareholder value
    at any public company over your 20 year career, and seem to be only
    experienced in buying stock in large capitalization companies. Can you
    please direct us to where you accomplished this? Further, why should a
    Chairman's primary value-add in a micro-cap turnaround situation such as
    Digirad be in seeking to promote the stock via investor introductions, as
    opposed to hiring an affordable micro-cap IR firm, and instead providing
    experience, leadership, and oversight to the Board and the management

Digirad Board:

  oWhy would a company with 2012 costs in excess of $50 million only find
    $3-4 million in cost reductions, and only in one division? We
    specifically chose our slate to be balanced, and four of our nominees have
    successful turnaround experience at name brand and prestigious firms
    including Alvarez and Marsal, CounterPoint Capital, Waterfield Group, and
    I, David Sandberg, via Red Oak which has led successful turnarounds. We
    believe, based on our slate's expertise, that your estimates of cost
    reductions are woefully inaccurate and reflect your lack of experience and
    learning on the job. The camera business alone loses more than DIS and
    was 30% of revenues and therefore presumably more than 30% of costs. 30%
    of 2012 R&D and SG&A, excluding depreciation and amortization, would
    result in $5 million in cost savings in that business alone and we
    estimate the savings would be higher given the camera business's higher
    cost structure. This is close to double what you have indicated, and we
    find no inclusion for DIS or corporate cost reductions. Please explain
    your math because candidly, it doesn't make any sense.
  oWhy did Digirad purchase less than $700k of stock since you were appointed
    to the Board in 2012 under what was supposedly an active buyback plan and
    with the stock trading at lower prices? Also, why didn't you issue a
    dividend or tender offer in 2012 when taxes were lower (at a time when
    hundreds of other public companies announced such plans), especially given
    you have now increased the buyback and indicated that significant excess
    cash exists? Why didn't you reach the same conclusion last year?
  oAccording to other Digirad shareholders who have contacted us, you are
    using a Raymond James retail broker out of California to operate the
    buyback plan, and that broker does not always answer his phone and has
    rejected offers to sell shares at market prices. Further, Messrs. Gillman
    and Eberwein have recently reduced their share purchases by 80% (to 1,000
    shares per day, and they continue to own well under what they told Red Oak
    they would own when Red Oak agreed to give them a year to prove themselves
    via the June 2012 agreement). Is there any sincerity to the buyback plan,
    and why did you not give it to an experienced institutional desk to
    oversee the trading?
  oYou cite that management salaries are within a "requisite peer group." Is
    this the peer group from your proxy which contains materially larger and
    more valuable companies?
  oYou claim that a change in your auditors would "be disruptive and
    potentially threaten the success of our new strategic plan." We note none
    of you have ever achieved a successful turnaround and we believe this
    speaks to your lack of experience. When Red Oak replaced the entire Board
    of Asure Software in late 2009 and achieved a NO vote against the
    re-appointment of its auditors, Asure suffered zero distraction due to the
    NO vote because the auditor process was and should be managed via
    transition. In that instance, the same auditors were included in a
    process with other bidders, and won with a materially reduced bid for the
    same level of service. That auditor was Ernst & Young, the same auditor
    as at Digirad. We can't stress enough that we believe you are
    inexperienced and making many mistakes, and should have included these
    rebids in what has been a 10+ month process.

Red Oak took nearly a year to consider and recruit the appropriate slate of
directors to turn around the Digirad business. Please read our proxy: we go
into detail about our turn-around plan (far more detail than Messrs Eberwein
or Gillman have in any of their proxies in contests where they've sought to
replace a majority of the Board). Red Oak has worked with only one of our
director nominees before; the additional proposed directors came after a
thoughtful "needs and fits" process. Tony Snow too worked at Soros, but
unlike Eberwein, he has real experience within operating companies at a
prestigious private equity firm. Chris Iorillo was a Paul Hastings Securities
attorney before working inside companies at Platinum Equity and then
co-founding private equity firm CounterPoint Capital Partners which
specifically focuses on turnaround and internal operating improvements and
investments. Raymond Brooks was a Managing Director at the prestigious
turnaround firm Alvarez and Marsal and has been a full-time and interim CEO
many times, including CEO of a $500 million (in assets) company which
specifically financed digital imaging systems sold into hospitals. J. Randall
Waterfield is an owner of Cappello Waterfield & Co., which has led investment
banking healthcare transactions in excess of $1 billion. Previously, he sold
two large private companies for $750 million, and has significant and
successful public Board experience in creating long-term value and overseeing
turnarounds at public companies. Lastly, my experience is public record as a
Chair and Director of many companies, adopting best governance practices,
leading the charge for most of the improvements seen at Digirad today, and
having already "done this before" (referring to leading a micro-cap
turnaround), which is something no incumbent Digirad director has done.


We believe it is time for change at Digirad. The current Board has failed to
present a credible turnaround plan because it is inexperienced and unqualified
to do so, and has overseen continued deterioration in Digirad's core business.
Moreover, it has acted only when pressured by Red Oak. We have assembled a
highly qualified team of nominees who have the right knowledge and skill-set
to turn around Digirad and create value for all shareholders.

Time is very short. No matter how many or how few shares you own, it is very
important that you vote the enclosed BLUE proxy card today and vote in Favor
of electing us to represent you in the boardroom. PLEASE DO NOT RETURN THE
WHITE PROXY CARD or any other proxy card furnished to you on behalf of
Digirad. Not even to vote against them. Doing so may cancel your vote on the
BLUE card.

If you have already returned a WHITE proxy card, you have every right to
change your vote by voting a later-dated BLUE proxy card. Just please do so

Please VOTE THE BLUE CARD FOR RED OAK's SLATE of nominees and Against the
Auditor and Say on Pay Proposals.

For information or help with voting the BLUE card, please contact:

Alliance Advisors LLC
200 Broadacres Drive 3rd Floor
Bloomfield, NJ 07003
Shareholders Call Toll Free: (888)-991-1289
Banks and Brokers Call Collect: 973-873-7721

You may also contact me at:

David Sandberg
304 Park Avenue South, 11^th Floor
New York, NY 10010
Direct phone: (212) 614-8952


David Sandberg


SOURCE Red Oak Partners
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