Clyde B. Anderson announced on April 28, 2012, that the Anderson family has made a non-binding proposal to acquire all of the outstanding publicly-held shares of the common stock of Books-A-Million, Inc. (NASDAQ: BAMM) (the “Company”). Mr. Anderson is the Executive Chairman of the Company and Mr. Anderson and other members of the Anderson family currently directly or indirectly control shares of stock representing, in the aggregate, approximately 53 percent of the common stock of the Company.
According to the proposal, public shareholders would receive $3.05 per share in cash, representing a premium of approximately 20 percent over the closing price on April 27, 2012, and 13 percent over the average closing price of the Company’s common stock for the past 90 trading days. The proposal values the total equity of the Company at approximately $48.8 million.
In the proposal letter, Mr. Anderson stated he anticipates the acquisition would be in the form of a merger of the Company with a newly formed acquisition vehicle that the Anderson family would control. Mr. Anderson also stated in the letter that the transaction would be financed through borrowings available under the Company’s existing credit line, and that the proposal is conditioned on availability of sufficient funds under that credit line. The Anderson family expects the Company’s management to remain in place following the merger along with the rest of the Company’s valued employees.
In the letter, Mr. Anderson said: “We believe that this Proposal presents a unique and highly attractive opportunity for the public shareholders of the Company.”
Mr. Anderson also noted in his letter that he expects that the Board of Directors of the Company will establish a special committee of independent directors with its own legal and financial advisors to review the proposal on behalf of the Company’s public shareholders. Mr. Anderson indicated in his letter that he and the other interests of the Anderson family do not intend to move forward with the proposed transaction unless the special committee makes a favorable recommendation to the Board.