SOURCE: Nautilus, Inc.

December 11, 2007 05:00 ET

Fourth Proxy Governance Advisory Firm Reaches Same Conclusion: Sherborne Control of Nautilus Board Is Not in the Best Interest of All Shareholders

New Nautilus Letter to Shareholders Also Corrects False Information Published by Dissident Hedge Fund Sherborne

VANCOUVER, WA--(Marketwire - December 11, 2007) - Global fitness company Nautilus, Inc. (NYSE: NLS) today announced that it has mailed the following letter to its shareholders:

December 11, 2007

Dear Fellow Shareholder:

The Special Meeting of Shareholders is just days away. We need your support for your Board's nominees, who are committed to building value for all Nautilus shareholders. There is still time for you to vote AGAINST the removal of your directors. To ensure that your vote is represented at the meeting, we urge you to vote TODAY by Internet or telephone by following the simple instructions on the enclosed WHITE proxy card.

Proxy Firms Unanimously Opposed to Control

Recently, yet another proxy advisory firm, Egan-Jones Proxy Services also advised their clients to reject Sherborne's proposals. All four leading advisory firms, whose clients include institutional investors, mutual funds, pension funds and others, have concluded: Sherborne's bid for control of Nautilus -- removing four of your directors and replacing them with four Sherborne nominees -- is NOT in the best interest of all shareholders.

Nautilus Sets the Record Straight

We would like to set the record straight with respect to some false and misleading statements made by Sherborne in a recent letter you may have received. We believe that Sherborne's letter was simply a desperate reaction to the conclusions reached last week by three of the leading independent voting advisory services who recommended against Sherborne's bid for control of Nautilus.

In its recent letter, Sherborne falsely claimed that if the roles of chairman and CEO are separated, your CEO is automatically entitled to severance and the immediate vesting of stock options. Sherborne's statement is simply wrong. If the roles are separated and a non-executive chairman is named, your CEO would not be entitled to severance or vesting of stock options.

In addition, Sherborne inappropriately mischaracterized our offer of Board representation by stating it was subject to an "onerous" standstill that would have tied their hands for 15 months, "ensuring that the Board was free to continue to make decisions that ... are not in the best interests of all shareholders." We were shocked to learn of this statement since Sherborne never followed up to see what we would ask for in exchange for putting Sherborne's nominees on the Board. Our only request would be that Sherborne not engage in another proxy contest for one year so that Nautilus management and the Board, with Sherborne's input, can focus on our ongoing restructuring without being distracted by another costly and time-consuming proxy contest. Nautilus is in the fitness equipment business -- not the business of engaging in repeated proxy contests!

We do not believe that shareholders will benefit if Sherborne's nominees seize control of your Board without paying a control premium to all shareholders. However, your Board believes that all shareholders could benefit from shareholder representation on the Board during our restructuring. Our offer to Sherborne remains open, and we have also offered representation to Sun Capital Securities, LLC, our second largest shareholder, in the event our nominees are elected.

Please use the enclosed WHITE proxy card to vote AGAINST the removal of your directors. If you have inadvertently returned a Green proxy card, you have every legal right to change your vote -- only your latest-dated proxy card counts. Please use the enclosed WHITE proxy card to vote TODAY.

Thank you again for your support.


About Nautilus, Inc.

Headquartered in Vancouver, Wash., Nautilus, Inc. (NYSE: NLS) is a pure fitness company that provides tools and education necessary to help people achieve a fit and healthy lifestyle. With a brand portfolio that includes Nautilus®, Bowflex®, Schwinn® Fitness, StairMaster®, and Pearl iZUMi®, Nautilus manufactures and markets a complete line of innovative health and fitness products through direct, commercial, retail, specialty and international channels. The Company was formed in 1986 and had sales of $680 million in 2006. It has 1,500 employees and operations in Washington, Oregon, Colorado, Oklahoma, Illinois, Virginia, Canada, Switzerland, Germany, United Kingdom, Italy, China, Australia and other locations around the world. More information is at

Safe Harbor Statement

Certain information included herein and in other company releases, reports or documents may contain forward-looking statements, including statements concerning estimated future sales and earnings, new product introduction, and operational improvement. Factors that could cause Nautilus, Inc. actual results to differ materially from these forward-looking statements include availability of media time and fluctuating advertising rates, a decline in consumer spending due to unfavorable economic conditions, its ability to effectively develop, market, and sell future products, its ability to get foreign-sourced product through customs in a timely manner, its ability to effectively identify, negotiate and integrate any future strategic acquisitions, its ability to protect its intellectual property, introduction of lower-priced competing products, unpredictable events and circumstances relating to international operations including its use of foreign manufacturers, government regulatory action, and general economic conditions. Please refer to our reports and filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, for a further discussion of these risks and uncertainties. We also caution you not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

In connection with the solicitation of proxies, Nautilus has filed with the Securities and Exchange Commission (the "SEC") and mailed to shareholders a definitive proxy statement (the "Proxy Statement"). The Proxy Statement contains detailed information about Nautilus, the special meeting and individuals who are deemed to be participants in Nautilus' solicitation of proxies. Nautilus' shareholders are urged to read the Proxy Statement carefully in its entirety. Shareholders may obtain additional free copies of the Proxy Statement and other relevant documents filed with the SEC by Nautilus through the website maintained by the SEC at or at Nautilus' website at