Baker Street Capital Delivers Letter to Board of Directors of Tix Corporation

LOS ANGELES, May 16, 2011 /PRNewswire/ -- Baker Street Capital, L.P. ("Baker Street") announced today that it delivered a letter to the Board of Directors of Tix Corporation (OTCQX: TIXC).  Baker Street is the largest shareholder of Tix Corporation, with current ownership of approximately 21.9% of the shares outstanding.  In the letter, Baker Street expressed its disappointment with the Board's summary rejection of Baker Street's proposal to acquire all of the shares of common stock of TIX for at least $2.10 per share in cash. Baker Street also expressed its concern with the Board's latest actions to entrench itself, including the unilateral amendment of the Company's Bylaws to adopt certain defensive measures. Baker Street expressed its view that shareholders have little faith in the ability of present leadership to deliver substantial shareholder value and put the Board on notice that it will be held accountable for any breaches of its fiduciary duty.

The full text of the letter follows:

Dear Board Members,

We are very disappointed by the Company's latest actions in response to our proposal to acquire all of the shares of common stock of TIX not currently owned by Baker Street Capital, L.P. and its affiliates ("Baker Street") for at least $2.10 per share in cash (the "Proposal").

On April 28, 2011 we met with the TIX Special Committee's financial advisors B. Riley & Co. None of the members of the Special Committee attended. At the meeting we demonstrated our significant financial commitment and our ability to take the necessary steps to consummate this transaction.

After the meeting we were encouraged to receive a draft Confidentiality Agreement and looked forward to commencing open and constructive discussions with TIX. We submitted to B. Riley our initial comments to the Confidentiality Agreement on May 3, 2011 and made it clear that we were prepared to quickly commence due diligence.

Unfortunately, we never heard back from the Company or its advisors. To our dismay, we learned from a self-serving press release issued by TIX on May 10, 2011 that the Company had rejected our Proposal, stating only that it was "not in the best interests of Tix or its stockholders." The press release did not announce any strategic alternatives or value enhancing plans that TIX believes would yield greater value than the significant 56.7% premium (over TIX's closing price on March 30, 2011) offered by our Proposal. In our March 30 Letter we called for a special committee to conduct a "robust and full process." We did not call for a perfunctory meeting with the sole purpose of allowing the Board to check a box.

In a clear effort to further entrench the Board, the press release disclosed that Directors had unilaterally adopted amendments to the Company's Bylaws, making it more difficult for an already frustrated shareholder base to have its voice heard. The amended Bylaws include onerous notification provisions stockholders must now comply with in order to nominate directors and submit business proposals at future shareholder meetings. We struggle to understand how such changes are for the benefit of TIX shareholders. If they were not implemented to benefit shareholders, whose interests is the Board representing? If the Directors feel that they are serving shareholders in good faith and have their support, why is the Board resorting to defensive tactics that make it more difficult for shareholders to have their fair say?

It appears to us from the actions taken by the Board since the submission of our Proposal, including the adoption of a poison pill on April 1, 2011 and now these Bylaws amendments, that the Board has resorted to legal maneuvers to insulate itself at the expense of TIX shareholders. As we communicated to the Special Committee through B. Riley, we believe that "inaction would be very disappointing for the Company's shareholders and that we would aggressively oppose the status quo." Our resolve to do just that has only strengthened as a result of the Board's obstructive tactics.

It is our view that shareholders have little faith left in the ability of present leadership to deliver substantial value and question the Company's corporate governance. We look forward to the Board's prompt response on how it intends to proceed. It is our hope that this time the Board will choose to respond to the Company's largest shareholder with the courtesy of a productive phone call rather than by way of a press release announcing the adoption of yet another entrenchment device. We strongly caution the Board against breaching its fiduciary duty by taking deliberate actions that impair shareholder value.

Very truly yours,

Vadim Perelman

ABOUT BAKER STREET CAPITAL, L.P.

Baker Street Capital, L.P. is a value-focused investment fund modeled after the partnerships managed by Warren Buffett from 1956 to 1969. Baker Street Capital, L.P. is headquartered in Los Angeles, California.

CONTACT:

Vadim Perelman, 310-246-0345, [email protected]

SOURCE Baker Street Capital, L.P.