Letter in its entirety:
Dear Michael,
Four weeks ago today, Starboard Value LP, together with its affiliates (collectively, “Starboard”,
“we”, or “our”), submitted a non-binding indication of interest to purchase all of the outstanding
shares of RealD Inc. (“RealD”, or the “Company”) that we do not currently own at a price of
$12.00 per share in cash (the “Proposal”). The Proposal, submitted after the market closed on
October 1, 2014, represented a premium of approximately 29% relative to RealD’s closing price
on that day. Unfortunately, despite multiple attempts to engage constructively with you to
discuss our Proposal, to date you have neither provided us with any meaningful feedback, nor
shown any willingness to engage with us, regarding our Proposal.In an attempt to begin a constructive dialogue, we suggested during a phone conversation with
you that a positive first step could be a meeting between representatives of Starboard and RealD
to discuss the Proposal and our views on the Company. To date, we have not even received a
response to our suggestion that such a meeting be held. This is both surprising and disappointing
considering that the Company stated in its brief three-sentence response to our Proposal on
October 1, 2014 that “RealD is always open to constructive discussions about opportunities to
increase stockholder value.”After making our Proposal to acquire RealD, we have received feedback from many of the
Company’s shareholders. The consistent message from shareholders is that maintaining the
status quo at RealD is not acceptable. Not a single shareholder we have heard from is in favor of
you simply ignoring our Proposal and going back to business as usual. Further, many
shareholders believe that the best course of action for the Company is to undertake a robust
exploration of strategic alternatives to maximize shareholder value, including a sale of the
Company. You should make no mistake about our sincere desire and ability to own RealD and, if
necessary, our willingness to participate in a competitive process to buy the Company.
We strongly urge you and the Board of Directors to reconsider your uncooperative approach, and
instead immediately engage with us to explore the Proposal and negotiate a transaction. We
continue to believe that Starboard would be a good long-term partner for RealD. We are
prepared to enter into meaningful discussions regarding our Proposal and to devote all necessary
resources to evaluate and complete a negotiated transaction. While we believe it would be ineveryone’s best interest to engage privately and constructively to explore a potential
transaction, we must, however, reserve all of our rights to take any action we deem necessary in
furtherance of our Proposal. We hope you will reconsider your current stance, and we stand
ready to meet at your convenience to discuss next steps.Best Regards,
Peter A. Feld
Managing Member
Starboard Value LP
